Initial Statement of Beneficial Ownership (3)
February 24 2023 - 4:07PM
Edgar (US Regulatory)
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
Sculptor Capital Management, Inc. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/21/2023
|
3. Issuer Name and Ticker or Trading Symbol
Disruptive Acquisition Corp I [DISA]
|
|
(Last)
(First)
(Middle)
9 WEST 57TH STREET, |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
|
|
(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Beneficially Owned
|
1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A Common Stock | 215792 | I | By Sculptor Special Funding, LP (1) |
| Class A Common Stock | 46410 | I | By Sculptor Credit Opportunities Master Fund, Ltd. (2) |
| Class A Common Stock | 47195 | I | By Sculptor SC II LP (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Warrant (right to buy) | (4) | (4) | Class A Common Stock | 310516 | (4) | I | By Sculptor Special Funding, LP (1) |
| Warrant (right to buy) | (4) | (4) | Class A Common Stock | 67310 | (4) | I | By Sculptor Credit Opportunities Master Fund, Ltd. (2) |
| Warrant (right to buy) | (4) | (4) | Class A Common Stock | 70910 | (4) | I | By Sculptor SC II LP (3) |
| Explanation of Responses: |
| (1) | Sculptor Capital LP is the investment adviser to Sculptor Special Funding, LP. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor Special Funding, LP. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor Special Funding, LP except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose. |
| (2) | Sculptor Capital LP is the investment adviser to Sculptor Credit Opportunities Master Fund, Ltd. Sculptor Capital Holding Corporation serves as the sole general partner of Sculptor Capital LP. Sculptor Capital Management, Inc. is a holding company that is the sole shareholder of Sculptor Capital Holding Corporation. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor Credit Opportunities Master Fund, Ltd. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor Credit Opportunities Master Fund, Ltd. except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose. |
| (3) | Sculptor Capital II LP is the investment adviser to Sculptor SC II LP. Sculptor Capital Holding II LLC serves as the sole general partner of Sculptor Capital II LP. Sculptor Capital Management, Inc. is a holding company that is the sole member of Sculptor Capital Holding II LLC. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Sculptor SC II LP. Each of the foregoing entities disclaims beneficial ownership of the shares held by Sculptor CS II LP. except to the extent of its pecuniary interest therein and the inclusion of such shares in this report shall not be an admission of beneficial ownership for purposes of Section 16 or any other purpose. |
| (4) | Each whole warrant entitles the holder to purchase one share of the Company's Class A common stock at a price of $ 11.50 per share. The warrants will become exercisable on the later of 12 months after the closing of the Issuer's initial public offering or 30 days after the completion of the Issuer's initial Business Combination (as defined in the warrant agreement), and will expire five years after the completion of the Company's initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation in accordance with the terms of the warrant agreement. |
Remarks:
On February 21, 2023, the issuer, through an 8-K, stated that "in connection with the shareholders' vote at the Extraordinary General Meeting, the holders of 25,790,900 ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.19 per share, for an aggregate redemption amount of approximately $262,823,829.46." The redemption brought Class A shares outstanding to 1,709,100 and therefore increased Sculptor Capital Management, Inc and its affiliates ownership to 18.1% of shares outstanding. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Sculptor Capital Management, Inc.
9 WEST 57TH STREET
NEW YORK, NY 10019 |
| X |
|
|
Sculptor Special Funding, LP
P.O. BOX 1093, QUEENSGATE HOUSE
GRAND CAYMAN, E9 KYI-1102 |
| X |
|
|
Sculptor Credit Opportunities Master Fund, Ltd.
1 NEXUS WAY, SUITE #5203,
PO BOX 896, HELICONA COURTYARD
GRAND CAYMAN, E9 KY1-1103 |
| X |
|
|
Sculptor SC II, LP
1209 ORANGE STREET
WILMINGTON, DE 19801 |
| X |
|
|
Sculptor Capital LP
9 WEST 57TH STREET
NEW YORK, NY 10019 |
| X |
|
|
Sculptor Capital II LP
9 WEST 57TH STREET
NEW YORK, NY 10019 |
| X |
|
|
Sculptor Capital Holding Corp
9 WEST 57TH STREET
NEW YORK, NY 10019 |
| X |
|
|
Sculptor Capital Holding II LLC
9 WEST 57TH STREET
NEW YORK, NY 10019 |
| X |
|
|
Signatures
|
| SCULPTOR CAPITAL MANAGEMENT, INC, /s/ Wayne Cohen, President and Chief Operating Officer | | 2/24/2023 |
| **Signature of Reporting Person | Date |
| SCULPTOR SPECIAL FUNDING, LP, By: Sculptor Capital LP, its investment manager, By: Sculptor Capital Holding Corporation, its General Partner, /s/ Wayne Cohen, President and Chief Operating Officer | | 2/24/2023 |
| **Signature of Reporting Person | Date |
| SCULPTOR CREDIT OPPORTUNITIES MASTER FUND, LTD., By: Sculptor Capital LP, its Investment Manager, By: Sculptor Capital Holding Corporation, its General Partner, /s/ Wayne Cohen, President and Chief Operating Officer | | 2/24/2023 |
| **Signature of Reporting Person | Date |
| SCULPTOR SC II LP, By: Sculptor Capital II LP, its Investment Manager, By: Sculptor Capital Holding II LLC, its General Partner, By: Sculptor Capital LP, its Member, By: Sculptor Capital Holding Corporation, its General Partner, /s/ Wayne Cohen, President | | 2/24/2023 |
| **Signature of Reporting Person | Date |
| SCULPTOR CAPITAL LP, By: Sculptor Capital Holding Corporation, its General Partner, /s/ Wayne Cohen, President and Chief Operating Officer | | 2/24/2023 |
| **Signature of Reporting Person | Date |
| SCULPTOR CAPITAL II LP, By: Sculptor Capital Holding II LLC, its General Partner, By: Sculptor Capital LP, its Member, By: Sculptor Capital Holding Corporation, its General Partner, /s/ Wayne Cohen, President and Chief Operating Officer | | 2/24/2023 |
| **Signature of Reporting Person | Date |
| SCULPTOR CAPITAL HOLDING CORPORATION, /s/ Wayne Cohen, President and Chief Operating Officer | | 2/24/2023 |
| **Signature of Reporting Person | Date |
| SCULPTOR CAPITAL HOLDING II LLC, /s/ Wayne Cohen, President and Chief Operating Officer | | 2/24/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Disruptive Acquistion Co... (NASDAQ:DISA)
Historical Stock Chart
From Oct 2024 to Nov 2024
Disruptive Acquistion Co... (NASDAQ:DISA)
Historical Stock Chart
From Nov 2023 to Nov 2024
