Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Fast Acquisition Corp.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
311875 108
(CUSIP Number)
February 2, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 311875 108
1. | Names of Reporting Persons
Alexander Mitchell | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,250,000 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,250,000 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,250,000 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
6.25% | |||||
12. | Type of Reporting Person (See Instructions)
IN |
2
CUSIP No. 311875 108
1. | Names of Reporting Persons
Scopus Capital, Inc. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,250,000 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,250,000 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,250,000 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
6.25% | |||||
12. | Type of Reporting Person (See Instructions)
CO |
3
CUSIP No. 311875 108
1. | Names of Reporting Persons
Scopus Asset Management, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,250,000 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,250,000 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,250,000 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
6.25% | |||||
12. | Type of Reporting Person (See Instructions)
IA |
4
CUSIP No. 311875 108
1. | Names of Reporting Persons
Scopus Advisors, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,163,063 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,163,063 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reportin g Person
1,163,063 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
5.8% | |||||
12. | Type of Reporting Person (See Instructions)
OO |
5
CUSIP No. 311875 108
1. | Names of Reporting Persons
Scopus Partners, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
65,987 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
65,987 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,987 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.3% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
6
CUSIP No. 311875 108
1. | Names of Reporting Persons
Scopus Partners II, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
73,338 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
73,338 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
73,338 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.4% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
7
CUSIP No. 311875 108
1. | Names of Reporting Persons
Scopus Vista Partners, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,023,738 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
1,023,738 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,023,738 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
5.1% | |||||
12. | Type of Reporting Person (See Instructions)
PN |
8
CUSIP No. 311875 108
1. | Names of Reporting Persons
Scopus Fund Ltd. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
British Virgin Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
25,950 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
25,950 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
25,950 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.1% | |||||
12. | Type of Reporting Person (See Instructions)
CO |
9
CUSIP No. 311875 108
1. | Names of Reporting Persons
Scopus Vista Fund Ltd. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
British Virgin Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
60,987 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
60,987 | |||||
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
60,987 | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.3% | |||||
12. | Type of Reporting Person (See Instructions)
CO |
10
Item 1. | |
(a) | Name of Issuer: |
Fast Acquisition Corp. (the Issuer)
(b) | Address of Issuers Principal Executive Offices: |
31 Minetta Street
New York, New York 10012
Item 2. | |
(a) | Name of Person Filing: |
This statement is filed by Mr. Alexander Mitchell; Scopus Capital, Inc. (SCI); Scopus Asset Management, L.P. (SAMLP); Scopus Advisors, LLC (SALLC); Scopus Partners, L.P. (SPLP); Scopus Partners II, L.P. (SPIILP); Scopus Vista Partners, L.P. (SVPLP); Scopus Fund Ltd. (SFL); and Scopus Vista Fund Ltd. (SVFL, a nd together with Mr. Mitchell, SCI, SAMLP, SALLC, SPLP, SPIILP, SVPLP and SFL, the Reporting Persons).
(b) | Address of Principal Business Office or, if none, Residence: |
For each Reporting Person:
717 Fifth Ave., 21st Floor
New York, New York 10022
(c) | Citizenship: |
For each Reporting Person other than Mr. Mitchell, SFL and SVFL, Delaware.
For Mr. Mitchell, United States of America
For SFL and SVFL, British Virgin Islands.
(d) | Title of Class of Securities: |
Class A Common Stock, $0.0001 par value per share (Class A Common Stock)
(e) | CUSIP Number: |
311875 108
Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
Item 4. | Ownership |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Statement.
The percent of class represented by the amount beneficially owned by each Reporting Person is based on 20,000,000 shares of Class A Common Stock outstanding as of November 10, 2020, as indicated by the Issuers Form 10-Q filed with the Securities and Exchange Commission on November 10, 2020.
11
The beneficial ownership of SPLP consists of 65,987 shares of Class A Common Stock held by SPLP. The beneficial ownership of SPIILP consists of 73,338 shares of Class A Common Stock held by SPIILP. The beneficial ownership of SVPLP consists of 1,023,738 shares of Class A Common Stock held by SVPLP. The beneficial ownership of SFL consists of 25,950 shares of Class A Common Stock held by SFL. The beneficial ownership of SVFL consists of 60,987 shares of Class A Common Stock held by SVFL.
SALLC is the general partner of each of SPLP, SPIILP and SVPLP and is deemed to have beneficial ownership of the Class A Common Stock beneficially owned by each such entity. SAMLP is the investment advisor to each of SPLP, SPIILP, SVPLP, SFL and SVFL and is deemed to have beneficial ownership of the Class A Common Stock beneficially owned by each such entity. SCI is the general partner of SAMLP and is deemed to have beneficial ownership of the Class A Common Stock beneficially owned by SAMLP. Mr. Mitchell holds 100% of the ownership interest in each of SALLC and SCI and is deemed to have beneficial ownership of the Class A Common Stock beneficially owned by each such entity.
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
SPLP, SPIILP, SVPLP, SFL and SVFL, as the entities that directly hold the shares of Class A Common Stock, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported as beneficially owned by Mr. Mitchell, SCI, SAMLP and SALLC.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
Item 8. | Identification and Classification of Members of the Group |
Not applicable.
Item 9. | Notice of Dissolution of Group |
Not applicable.
Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
12
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated February 12, 2021
ALEXANDER MITCHELL | SCOPUS CAPITAL, INC. | |||||||
/s/ Daniel Fried, attorney-in-fact |
By: | /s/ Daniel Fried | ||||||
Name: | Daniel Fried | |||||||
Title: | Attorney-in-Fact | |||||||
SCOPUS ASSET MANAGEMENT, L.P. | SCOPUS ADVISORS, LLC | |||||||
By: Scopus Capital, Inc., its General Partner | ||||||||
By: | /s/ Daniel Fried |
By: | /s/ Daniel Fried | |||||
Name: | Daniel Fried | Name: | Daniel Fried | |||||
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
SCOPUS PARTNERS, L.P. | SCOPUS PARTNERS II, L.P. | |||||||
By: Scopus Advisors, LLC, its General Partner | By: Scopus Advisors, LLC, its General Partner | |||||||
By: | /s/ Daniel Fried |
By: | /s/ Daniel Fried | |||||
Name: | Daniel Fried | Name: | Daniel Fried | |||||
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
SCOPUS VISTA PARTNERS, L.P. | SCOPUS FUND LTD. | |||||||
By: Scopus Advisors, LLC, its General Partner | ||||||||
By: | /s/ Daniel Fried |
By: | /s/ Daniel Fried | |||||
Name: | Daniel Fried | Name: | Daniel Fried | |||||
Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |||||
SCOPUS VISTA FUND LTD. | ||||||||
By: | /s/ Daniel Fried |
|||||||
Name: | Daniel Fried | |||||||
Title: | Attorney-in-Fact |
13