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Form 4 PERIDOT ACQUISITION CORP For: Feb 08 Filed by: Ackerman Tomas

February 10, 2021 9:11 AM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
PERIDOT ACQUISITION SPONSOR, LLC

(Last) (First) (Middle)
C/O PERIDOT ACQUISITION CORP.
2229 SAN FELIPE STREET, SUITE 1450

(Street)
HOUSTON TX 77019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PERIDOT ACQUISITION CORP. [ PDAC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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) 02/08/2021   J (2)     30,000   (1)   (1) Class A Ordinary Shares 30,000 $ 90 (2) 7,410,000 D (3) (4)  
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-248608) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
2. In connection with Varun Sivaram's resignation as an independent director of the issuer, Peridot Acquisition Sponsor, LLC (the "Sponsor") repurchased 30,000 shares of Class B common stock of the issuer from Mr. Sivaram for approximately $90.00, or $0.003 per share.
3. This Form 4 is being filed by the Sponsor. CEC Aventurine Holdings, LLC ("Peridot Holdings") shares voting and/or dispositive control over the securities held by the Sponsor. Peridot Holdings is controlled by Carnelian Energy Capital III, L.P. ("Carnelian Fund III"), its sole member. Carnelian Fund III is controlled by its general partner, Carnelian Energy Capital GP III, L.P. ("Carnelian L.P.") and Carnelian L.P. is controlled by its general partner Carnelian Energy Capital Holdings, LLC ("Carnelian Holdings"). Messrs. Tomas Ackerman and Daniel Goodman are the controlling members of Carnelian Holdings.
4. (Continued from Footnote 3) Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Peridot Holdings, Carnelian Fund III, Carnelian L.P., Carnelian Holdings and Messrs. Ackerman and Goodman. Each such reporting person under this Form 4 disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary share covered by this Form 4.
/s/ See signatures included in Exhibit 99.1 02/10/2021
** 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 Number.

Exhibit 99.1

This Statement on Form 4 is filed jointly by Peridot Acquisition Sponsor, LLC,
CEC Aventurine Holdings, LLC, Carnelian Energy Capital III, L.P., Carnelian
Energy Capital GP III, L.P., Carnelian Energy Capital Holdings, LLC, Tomas
Ackerman and Daniel Goodman. The principal business address of each of these
reporting persons is 2229 San Felipe Street, Suite 1450, Houston, Texas 77019.

Name of Designated Filer: Peridot Acquisition Sponsor, LLC

Date of Event Requiring Statement: February 8, 2021

Issuer Name and Ticker or Trading Symbol: Peridot Acquisition Corp. (NYSE: PDAC)

    PERIDOT ACQUISITION SPONSOR, LLC

    By: /s/ Jeffrey Gilbert
        -------------------------------------------
    Name: Jeffrey Gilbert
    Title: General Counsel and Corporate Secretary

    CEC AVENTURINE HOLDINGS, LLC

    By: Carnelian Energy Capital III, L.P.
    By: Carnelian Energy Capital GP III, L.P.
    Its: General Partner
    By: Carnelian Energy Capital Holdings, LLC
    Its: General Partner

    By: /s/ Tomas Ackerman
        -------------------------------------------
    Name: Tomas Ackerman
    Title: Manager

    CARNELIAN ENERGY CAPITAL III, L.P.

    By: Carnelian Energy Capital GP III, L.P.
    Its: General Partner
    By: Carnelian Energy Capital Holdings, LLC
    Its: General Partner

    By: /s/ Tomas Ackerman
        -------------------------------------------
    Name: Tomas Ackerman
    Title: Manager

    CARNELIAN ENERGY CAPITAL GP III, L.P.

    By: Carnelian Energy Capital Holdings, LLC
    Its: General Partner

    By: /s/ Tomas Ackerman
        -------------------------------------------
    Name: Tomas Ackerman
    Title: Manager

    CARNELIAN ENERGY CAPITAL HOLDINGS, LLC

    By: /s/ Tomas Ackerman
        -------------------------------------------
    Name: Tomas Ackerman
    Title: Managing Member

    By: /s/ Daniel Goodman
        -------------------------------------------
    Name: Daniel Goodman
    Title: Managing Member

    TOMAS ACKERMAN

    By: /s/ Tomas Ackerman
        -------------------------------------------
    Name: Tomas Ackerman

    DANIEL GOODMAN

    By: /s/ Daniel Goodman
        -------------------------------------------
    Name: Daniel Goodman











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