Statement of Changes in Beneficial Ownership (4)
09 August 2022 - 10:32PM
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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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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Michael Emil |
2. Issuer Name and Ticker or Trading Symbol
DPCM Capital, Inc.
[
XPOA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO |
(Last)
(First)
(Middle)
C/O DPCM CAPITAL, INC., 382 NE 191 STREET, #24148 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/5/2022 |
(Street)
MIAMI, FL 33179
(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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Class A Common Stock | 8/5/2022 | | C | | 7252500 | A | (1)(2) | 7252500 | I (4) | See Footnotes |
Class A Common Stock | 8/5/2022 | | J | | 7252500 | D | (3) | 0 | I (4) | See Footnotes |
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 Common Stock | (1)(2) | 8/5/2022 | | C | | | 7252500 | (1)(2) | (1)(2) | Class A Common Stock | 7252500 | $0.00 | 0 | I (4) | See Footnotes |
Explanation of Responses: |
(1) | As describd in the DPCM Capital, Inc.'s registration statement on Form S-1 (File No. 333-249274) under the heading "Description of Securities," the Class B Common Stock of the issuer automatically converts into Class A Common Stock of the issuer ("Class A Common Stock") at the time of the issuer's initial business combination or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date. |
(2) | (Continued from Footnote 1) On August 5, 2022, the issuer consummated its initial business combination (the "Business Combination") with D-Wave Quantum, Inc. ("Newco"), a Delaware corporation. In connection with the Business Combination, each share of Class B Common Stock converted into Class A Common Stock. |
(3) | In connection with the Business Combination, the Reporting Person exchanged its shares of Class A Common Stock for 7,252,500 fully paid and non-assessable shares of common stock, par value U.S. $0.0001 per share of Newco. |
(4) | The shares are held directly by CDPM Sponsor Group, LLC (the "Sponsor") and indirectly by Emil Michael as a manager of the Sponsor. Certain of the Issuer's other directors and officers hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Michael and such other directors and officers disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Michael Emil C/O DPCM CAPITAL, INC. 382 NE 191 STREET, #24148 MIAMI, FL 33179 | X | X | Chairman and CEO |
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Signatures
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/s/ Alan I. Annex, Attorney-in-Fact | | 8/9/2022 |
**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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