Statement of Changes in Beneficial Ownership (4)
February 13 2023 - 5:44PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Chung David H S |
2. Issuer Name and Ticker or Trading Symbol
Movella Holdings Inc.
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MVLA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O PATHFINDER ACQUISITION CORPORATION, 1950 UNIVERSITY AVENUE, SUITE 350 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/10/2023 |
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(Street)
PALO ALTO, CA 94303
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 2/10/2023 | | M(1) | | 4025000 | A | (1) | 4025000 | I (3)(4) | See footnotes (3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class B Ordinary Shares | (1) | 2/10/2023 | | M (1) | | | 4025000 | (1) | (1) | Common Stock | 4025000 (1) | (1) | 4025000 (1) | I (3)(4) | See footnotes (3)(4) |
| Class B Ordinary Shares | (1) | 2/10/2023 | | D (2) | | | 4025000 | (2) | (2) | Common Stock | 4025000 (2) | (2) | 0 (2) | I (3)(4) | See footnotes (3)(4) |
| Warrants | (5) | 2/10/2023 | | A (5) | | | 4125000 | (5) | (5) | Common Stock | 4125000 | (5) | 4125000 | I (3)(4) | See footnotes (3)(4) |
| Explanation of Responses: |
| (1) | Pursuant to the Business Combination Agreement, dated October 3, 2022 (the "Business Combination Agreement"), by and among Pathfinder Acquisition Corporation, a Cayman Islands exempted company (the "Company"), Movella Inc., a Delaware corporation ("Movella"), and Motion Merger Sub, Inc., a Delaware corporation, the parties effected a business combination transaction ("Business Combination"), on February 10, 2023. In connection with the Business Combination, the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "Movella Holdings Inc." ("New Movella"). In connection with the consummation of the Business Combination, 4,025,000 of Class B ordinary shares, par value $0.0001, of the Company, which were previously convertible into Class A ordinary shares, par value $0.0001, of the Company converted into shares of common stock, par value $0.00001 per share, of New Movella simultaneously with the closing of the Business Combination. |
| (2) | Pursuant to the Sponsor Letter Agreement, dated October 3, 2022, by and among Movella, the Company, Pathfinder Acquisition LLC (the "Sponsor"), and certain other investors, immediately following the Domestication, the Sponsor forfeited, surrendered and transferred to the Company 4,025,000 Class B Ordinary Shares for no consideration. |
| (3) | The securities reported herein are held directly by Pathfinder Acquisition LLC (the "Sponsor"). The board of managers of the Sponsor exercises voting and dispositive power over all securities held by the Sponsor. HGGC Pathfinder Holdings I, LLC has the power to appoint three members to the board of managers of the Sponsor. Arrowhead Holdings, LLC ("Arrowhead") has the power to appoint a member to the board of managers of the Sponsor. Industry Ventures Tech Buyout, LP has the power to appoint two members to the board of managers of the Sponsor. The Reporting Person is the managing member of Arrowhead and has been appointed to the board of managers of the Sponsor by Arrowhead. |
| (4) | (continued from footnote 3) Accordingly, the Reporting Person may be deemed to share dispositive power over the securities held by the Sponsor, and thus, may be deemed to be the beneficial owner of these securities. The Reporting Person disclaims beneficial ownership of any securities held by the Sponsor except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| (5) | Pursuant to the Business Combination Agreement, private placement warrants held by the Reporting Person which were held as of the effectiveness of the Company's initial public offering but were not exercisable until the consummation of the Business Combination were converted into warrants of New Movella. |
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Chung David H S
C/O PATHFINDER ACQUISITION CORPORATION
1950 UNIVERSITY AVENUE, SUITE 350
PALO ALTO, CA 94303 | X |
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Signatures
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| /s/ David Chung | | 2/13/2023 |
| **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 4(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. |
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