Statement of Changes in Beneficial Ownership (4)
09 Juni 2023 - 11:08PM
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
Estimated average burden hours per response...
0.5
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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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ilWaddi Cayman Holdings |
2. Issuer Name and Ticker or Trading Symbol
AlTi Global, Inc.
[
ALTI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O GELLER ADVISORS, 909 TIILRD A VENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/24/2023 |
(Street)
NEWYORK, NY 10022 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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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Class A Common Stock | 6/7/2023 | | A | | 638578 (2) | A | (2) | 17893265 | D (1) | |
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 |
Warrant | (2) | 6/7/2023 | | D | | | 1104315 | (3) | (3) | Class A Common Stock | 1104315 | (2) | 0 | D (1) | |
Option (right to buy) | (5) | 5/24/2023 | | D | | | 1450000 | (4) | (4) | Class A Common Stock | 1450000 | (5) | 0 | D (1) | |
Warrant | (5) | 5/24/2023 | | A | | 1450000 | | (3) | (3) | Class A Common Stock | 1450000 | (5) | 1450000 | D (1) | |
Warrant | (2) | 6/7/2023 | | D | | | 1450000 | (3) | (3) | Class A Common Stock | 1450000 | (2) | 0 | D (1) | |
Explanation of Responses: |
(1) | H.E. Sheikh Jassim Abdulaziz J.H. Al-Thani is the sole owner of IlWaddi Cayman Holdings. |
(2) | On June 7, 2023, pursuant to the Issuer's previously announced exchange offer (the "Offer") , the reporting persons exchanged 2,554,315 warrants, consisting of (i) 1,104,315 private placement warrants and (ii) 1,450,000 public warrants, which previously entitled the reporting persons to purchase one share of Class A Common Stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock") per warrant at a price of $11.50 per share, for 638,578 shares of Class A Common Stock. |
(3) | The warrants became exercisable on February 2, 2023, and will expire on January 3, 2028 or earlier upon redemption or liquidation. |
(4) | The Option may be exercised only during the period commencing on the earlier to occur of (A) one year after the date of the closing of the Issuer's business combination completed on January 3, 2023 (the "Business Combination") or (B) such time, at least 150 days after the closing of the Business Combination, that the closing price of the shares of Class A Common Stock equals or exceeds S 12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period and terminating at 5:00 p.m., New York City time on the date that is five years after the closing of the Business Combination. |
(5) | The reporting persons disposed of 1,450,000 options in exchange for public warrants at a ratio of one share subject to the public warrants for one share subject to certain option agreements in a private exchange offer before the consummation of the Offer. |
Remarks: Exhibit 24 Power of Attorney filed herewith. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ilWaddi Cayman Holdings C/O GELLER ADVISORS 909 TIILRD A VENUE NEWYORK, NY 10022 |
| X |
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Al-Thani Jassim Abdulaziz C/O GELLER ADVISORS 909 TIILRD A VENUE NEWYORK, NY 10022 |
| X |
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Signatures
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/s/ H.E. Sheikh Jassim Abdulaziz J.H. AI-Thani for IlWaddi Cayman Holdings Inc | | 6/9/2023 |
**Signature of Reporting Person | Date |
By: Sheikh Jassim Abdulaziz J.H. Al-Thani, as sole owner /s/ H.E. Sheikh Jassim Abdulaziz J.H. AI-Thani | | 6/9/2023 |
**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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