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*
UBBEN JEFFREY W
(Last) (First) (Middle)
572 RUGER STREET
SUITE B
(Street)
SAN FRANCISCO CA 94129
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AppHarvest, Inc. [ APPH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/12/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Common Stock, par value $0.0001 per share ("Common Stock") 04/12/2021 A 3,373(1) A $0 3,373 D
Common Stock 11,798,704 I See footnotes(2)(3)
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
1. Name and Address of Reporting Person*
UBBEN JEFFREY W
(Last) (First) (Middle)
572 RUGER STREET
SUITE B
(Street)
SAN FRANCISCO CA 94129
(City) (State) (Zip)
1. Name and Address of Reporting Person*
INCLUSIVE CAPITAL PARTNERS, L.P.
(Last) (First) (Middle)
572 RUGER STREET, SUITE B
(Street)
SAN FRANCISCO CA 94129
(City) (State) (Zip)
Explanation of Responses:
1. Restricted stock units awarded to Mr. Jeffrey W. Ubben ("Mr. Ubben") which he is deemed to hold for the benefit of Inclusive Capital Partners, L.P., a Delaware limited partnership, ("In-Cap") and Inclusive Capital Partners Spring Master Fund, L.P. ("In-Cap Spring Master Fund"). The restricted stock units vest in full on the date of the next annual meeting of the Issuer's stockholders (the "Annual Meeting") following the grant date (or the date immediately preceding the date of the Annual Meeting if the recipient's service as a director ends at such Annual Meeting as a result of the director's failure to be re-elected or the director not standing for re-election), subject to the recipient's service as a director on such date.
2. These securities are held by In-Cap Spring Master Fund. In-Cap acts as investment manager to In-Cap Spring Master Fund. Mr. Ubben indirectly controls In-Cap.
3. The filing of this statement shall not be deemed an admission that either Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Persons expressly disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
Remarks:
In-Cap may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Ubben currently serves on the board of directors of the Issuer.
/s/ Jeffrey W. Ubben 04/14/2021
Inclusive Capital Partners, L.P., /s/ Philippe B. Pradel, Chief Compliance Officer 04/14/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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