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*
ENPC Holdings, LLC

(Last) (First) (Middle)
137 NEWBURY ROAD, 7TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2020
3. Issuer Name and Ticker or Trading Symbol
Executive Network Partnering Corp [ ENPC ]
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 F ordinary shares (1) (1) Class A ordinary shares 672,000(2) (1) D(4)
Class B ordinary shares (3) (3) Class A ordinary shares 116,400 (3) D(4)
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-248267) under the heading "Description of Securities-Founder Shares", the Class F ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer at the time of the issuer's initial partnering 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 F ordinary shares owned by the reporting person include up to 90,000 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. As described in the issuer's registration statement on Form S-1 (File No. 333-248267) under the heading "Description of Securities-Performance Shares", a portion of the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer on the last day of each fiscal year following consummation of the partnering transaction, depending on a number of factors including, but not limited to, the per price share of the issuer's Class A common stock, as described under the heading "Description of Securities-Performance Shares".
4. This Form 3 is being filed by ENPC Holdings, LLC, sponsor of the issuer ("Sponsor"). Sponsor is controlled by its board of managers, being Alex J. Dunn, Taggart M. Romney, Eric F. Scheuermann. Any action by Sponsor with respect to the issuer or the issuer's securities held by Sponsor, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three", because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of issuer's securities held by Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on Sponsor's board of managers is deemed to have or share beneficial ownership of the founder shares held by Sponsor.
Remarks:
ENPC Holdings, LLC, /s/ Alex Dunn By: Alex Dunn Title: Chief Executive Officer 09/15/2020
** 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).
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