Amended Statement of Beneficial Ownership (3/a)
17 Febrero 2022 - 5:19PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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Warburg Pincus Capital Corp I-A Sponsor, L.P. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/4/2021
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3. Issuer Name and Ticker or Trading Symbol
Warburg Pincus Capital Corp I-A [WPCA]
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(Last)
(First)
(Middle)
450 LEXINGTON AVENUE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
3/4/2021
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class B ordinary shares | (1) | (1) | Class A ordinary shares | 7152500 (2) | (1) | D (3) | |
| Explanation of Responses: |
| (1) | As described in the issuer's registration statement on Form S-1 (File No. 333-253210) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001 (the "Class B Shares"), of the issuer, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial business combination transaction 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) | The Class B shares owned by the reporting person include up to 937,500 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. |
| (3) | The reporting person is controlled by Warburg Pincus Capital Corporation GP LLC ("GP"), its general partner. Warburg Pincus Partners II (Cayman), L.P. ("LP") is the managing member of GP and may be deemed to have or share beneficial ownership of the Class B Shares reported herein. Warburg Pincus Partners II Holdings (Cayman), L.P. ("WPP II Holdings") is a limited partner of LP and may be deemed to have or share beneficial ownership of the Class B Shares reported herein. WPP II Administrative (Cayman), LLC ("WPP II Administrative") is the general partner of WPP II Holdings and may be deemed to have or share beneficial ownership of the Class B Shares reported herein.Warburg Pincus (Bermuda) Private Equity GP Ltd. is the general partner of LP and and WPP II Administrative and may be deemed to have or share beneficial ownership of the Class B Shares reported herein. |
Remarks:
1. This Amendment to Form 3 is being filed to add WPP II Holdings and WPP II Administrative as joint filers.
2. Exhibit 99.1 - Joint Filing Agreement, dated as of February 17, 2022. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Warburg Pincus Capital Corp I-A Sponsor, L.P.
450 LEXINGTON AVENUE
NEW YORK, NY 10017 | X | X |
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Warburg Pincus Capital Corp GP LLC
450 LEXINGTON AVENUE
NEW YORK, NY 10017 | X | X |
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Warburg Pincus Partners II (Cayman), L.P.
450 LEXINGTON AVENUE
NEW YORK, NY 10017 | X | X |
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Warburg Pincus Partners II Holdings (Cayman), L.P.
450 LEXINGTON AVENUE
NEW YORK, NY 10017 | X | X |
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WPP II Administrative (Cayman), LLC
450 LEXINGTON AVENUE
NEW YORK, NY 10017 | X | X |
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Warburg Pincus (Bermuda) Private Equity GP Ltd.
450 LEXINGTON AVENUE
NEW YORK, NY 10017 | X | X |
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Signatures
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| See signatures included in Exhibit 99.1 | | 2/17/2022 |
| **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 5(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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