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Independence (ACQR)

Filed: 8 Mar 21, 9:46pm
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Independence Sponsor LLC

(Last) (First) (Middle)
277 PARK AVENUE, 29TH FLOOR SUITE B

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/08/2021
3. Issuer Name and Ticker or Trading Symbol
Independence Holdings Corp. [ ACQRU ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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 12,431,250(1)(2) (1) D(2)(3)
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-253095) (the "Registration Statement") under the heading "Description of Securities - Founder Shares", Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein, and have no expiration date.
2. The Class B ordinary shares held directly by Independence Sponsor LLC (the "Sponsor") were acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B ordinary shares owned by the Sponsor include up to 1,631,250 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option, as described in the Registration Statement.
3. Steven J. McLaughlin, the Co-Chairman of the issuer, and Eugene Yoon, the Co-Chairman of the issuer, are Co-Managing Members of the Sponsor. As such, each of Messrs. McLaughlin and Yoon may be deemed to have indirect beneficial ownership of Class B ordinary shares held directly by the sponsor. Messrs. McLaughlin and Yoon disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein.
Remarks:
Independence Sponsor LLC, by George Barrios, its managing member, /s/ Steven J. McLaughlin, Steven J. McLaughlin 03/08/2021
Independence Sponsor LLC, by Michelle Wilson, its managing member, /s/ Eugene Yoon, Eugene Yoon 03/08/2021
** 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 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 Number.