Sarissa Capital Management GP LLC

SEC source: 0000899243-20-030264 · doc4.xml · derivative · entry 1

Sarissa Capital Acquisition Sponsor LLC · CIK 0001821671 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management GP LLC · CIK 0001577566 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000,000

Underlying: Class A ordinary shares · 5,000,000 shares

Expires not disclosed

F1 · derivative.exercise_price: As described in the issuer's registration statement on Form S-1 (File No. 333-249171) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustment, and have no expiration date.

F2 · kind: Forfeiture to the issuer for no consideration because the underwriter for the issuer's initial public offering did not fully exercise the over-allotment option.

F1 · derivative.exercise_date: As described in the issuer's registration statement on Form S-1 (File No. 333-249171) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustment, and have no expiration date.

F1 · derivative.expiration_date: As described in the issuer's registration statement on Form S-1 (File No. 333-249171) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustment, and have no expiration date.

F3 · ownership.direct: Sarissa Capital Management LP (the "Managing Member") is the managing member of Sarissa Capital Acquisition Sponsor LLC, the reporting person (the "Sponsor"), and as such, has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The general partner of the Managing Member is Sarissa Capital Management GP LLC, and the managing member of Sarissa Capital Management GP LLC is Alexander Denner. Alexander Denner also serves as the Chairman and Chief Executive Officer of the issuer. Both Sarissa Capital Management GP LLC and Alexander Denner may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor.

F4 · ownership.direct: (continued from footnote 3) Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SEC source: 0000899243-20-029153 · doc4.xml · derivative · entry 1

Sarissa Capital Acquisition Sponsor LLC · CIK 0001821671 · 10% owner

Sarissa Capital Management LP · CIK 0001577524 · 10% owner

DENNER ALEXANDER J · CIK 0001361754 · 10% owner

Sarissa Capital Management GP LLC · CIK 0001577566 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,333,333

Underlying: Class A ordinary shares · 3,333,333 shares

Expires not disclosed

F1 · shares: Sarissa Capital Acquisition Sponsor LLC (the "Sponsor") purchased 3,083,333 warrants, as described in the issuer's registration statement on Form S-1 (File No. 333-249171) (the "S-1"), in a private placement of warrants at a price of $1.50 per private placement warrant. Each whole private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share.

F2 · derivative.exercise_date: The warrants become exercisable on the later of (i) 30 days after the completion of the registrant's initial business combination and (ii) 12 months from the closing of the registrant's initial public offering.

F3 · derivative.expiration_date: The warrants expire 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the S-1.

F4 · ownership.direct: The Sponsor is the reporting person. Sarissa Capital Management LP (the "Managing Member") is the managing member of the Sponsor, and as such, has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The general partner of the Managing Member is Sarissa Capital Management GP LLC, and the managing member of Sarissa Capital Management GP LLC is Alexander Denner. Alexander Denner also serves as the Chairman and Chief Executive Officer of the issuer. Both Sarissa Capital Management GP LLC and Alexander Denner may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor.

F5 · ownership.direct: (continued from footnote 4) Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.