Sec Form 13D Filing - Camac Fund LP filing for AmBase Corporation (ABCP) - 2024-02-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 4)

Under the Securities Exchange Act of 1934

Ambase Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

023164106

(CUSIP Number)

Eric Shahinian

Camac Partners, LLC

350 Park Avenue, 13th Floor

New York, NY 10022

914-629-8496

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

2/15/2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on 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).

Item 1. Security and Issuer

This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on January 7, 2020 (the “Schedule 13D”) and as amended on February 3, 2021, May 31, 2023, and August 29, 2023, by the Reporting Person with respect to the Common Stock of Ambase Corp. (the “Issuer” or the “Company”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated, or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by deleting Item 3 of Schedule 13D in its entirety and replacing it with the following:

The Shares purchased by Camac Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 4,227,465 Shares beneficially owned by Camac Fund is approximately $676,395, including brokerage commissions.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended by deleting Item 5 of Schedule 13D in its entirety and replacing it with the following:

As of the close of business on the date hereof, Camac Fund beneficially owned 4,227,465 shares of Common Stock.

Percentage: Approximately 10.4%

Item 7. Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 20, 2024

SCHEDULE A

Open Market Transactions in the Shares by the Reporting Persons During the Past 60 Days