SEC Form 4
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*
Pforzheimer Carl Andrew

(Last) (First) (Middle)
C/O MISTRAL EQUITY PARTNERS
501 MADISON AVENUE, FLOOR 12

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tastemaker Acquisition Corp. [ TMKRU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Co-Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/07/2021
4. 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 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 Common Stock (1) 01/07/2021 J 1,150,000(2)(3) (1) (1) Class A Common Stock 1,150,000 (1) 6,900,000(4) I See Footnote(3)
Explanation of Responses:
1. As described in the issuer's registration statements on Form S-1 (File Nos. 333-249278 and 333-251953) (together, the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically be converted into shares of Class A common stock, par value $0.0001 per share, 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. On January 7, 2021, the issuer declared a stock dividend, payable to all holders of record of Class B common stock on January 7, 2021, of 1.2 shares of Class B common stock for each share of Class B common stock outstanding. As the sole holder of the issuer's Class B common stock Tastemaker Sponsor LLC (the "Sponsor") received 1,150,000 shares of Class B common stock as of January 7, 2021.
3. As a managing member of the Sponsor, the reporting person has voting and investment discretion with respect to the securities held by the Sponsor. As such, the reporting person may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
4. A portion of these the Sponsor's Class B common stock was previously subject to forfeiture in the event the underwriters of the issuer's initial public offering did not exercise in full their over-allotment option as described in the issuer's Registration Statement. In connection with the closing of the issuer's initial public offering on January 12, 2021, the underwriters exercised their over-allotment option in full. As a result, these shares are no longer subject to forfeiture.
Remarks:
/s/Andrew Pforzheimer 01/14/2021
** 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).
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