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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (1) | $ 11.5 | 12/04/2020 | P | 352,955 | (5) | (6) | Common stock, par value $0.0001 | 352,955 | (2) | 1,852,955 | I | See Footnote (3) | |||
Warrant (1) | $ 11.5 | 12/08/2020 | P | 63,701 | (5) | (6) | Common stock, par value $0.0001 | 63,701 | (4) | 1,916,656 | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Park West Asset Management LLC 900 LARKSPUR LANDING CIRCLE, SUITE 165 LARKSPUR, CA 94939 |
X |
/s/ Grace Jimenez, Chief Financial Officer of Park West Asset Management LLC | 12/08/2020 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The securities reported herein are held as units ("Units"), with each Unit consisting of one share of common stock, par value $0.0001 per share ("Common Stock"), of Rodgers Silicon Valley Acquisition Corp. (the "Company") and one-half of one warrant to purchase one share of Common Stock at an exercise price of $11.50 per share (the "Warrants"). |
(2) | The Units were purchased for $10.92 per Unit. This price is a weighted average price. These Units were bought in multiple transactions ranging from $10.75 to $11.00 per Unit, inclusive. Park West Asset Management LLC (the "Reporting Person") undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Units purchased at each separate price within the ranges set forth herein. |
(3) | The Reporting Person is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company ("PWIMF"), and Park West Partners International, Limited, a Cayman Islands exempted company ("PWPI"). Peter S. Park ("Mr. Park") is the sole member and manager of the Reporting Person. On December 8, 2020, the date of the latest transaction reported in this statement, PWIMF held 3,487,496 Units and PWPI held 345,817 Units. The Reporting Person's and Mr. Park's beneficial ownership is limited to their pecuniary interest, if any, in such securities. |
(4) | The Units were purchased for $11.44 per Unit. This price is a weighted average price. These Units were bought in multiple transactions ranging from $11.21 to $12.30 per Unit, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Units purchased at each separate price within the ranges set forth herein. |
(5) | The Warrants will become exercisable at any time commencing on the later of (a) 12 months from the closing of the offering or (b) 30 days after the completion of the Company's initial business combination. |
(6) | The Warrants 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. |