Sec Form 13G Filing - PMV Consumer Acquisition Holding Company LLC filing for PMV Consumer Acquisition Corp. (PMVC) - 2021-02-11

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.   )*

 

 

PMV Consumer Acquisition Corp.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

693486102

(CUSIP Number)

 

December 31, 2020

(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 person’s 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 (the “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. 722615200

13G

Page 2 of 6

 

1.		Names of Reporting Persons   PMV Consumer Acquisition Holding Company, 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   4,375,000 (1)
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   4,375,000 (1)
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,375,000 (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.		Percent of Class Represented by Amount in Row (9)   20.0% (1)
12.		Type of Reporting Person (See Instructions)   OO (Limited Liability Company)

(1)

See Item 4 below. PMV Consumer Acquisition Holding Company, LLC is the record holder of 4,375,000 shares of Class B common stock of the Issuer, which are automatically convertible into the Issuer’s Class A common stock, as more fully described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-241670).

 

 

CUSIP No. 722615200

13G

Page 3 of 6

 

1.		Names of Reporting Persons   PMV Consumer Delaware Management Partners 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   4,375,000 (1)
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   4,375,000 (1)
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,375,000 (1)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨
11.		Percent of Class Represented by Amount in Row (9)   20.0% (1)
12.		Type of Reporting Person (See Instructions)   OO (Limited Liability Company)

(1)

See Item 4 below. PMV Consumer Delaware Management Partners LLC is the managing member of PMV Consumer Acquisition Holding Company, LLC. Accordingly, PMV Consumer Delaware Management Partners LLC has voting and dispositive power over the securities held by PMV Consumer Acquisition Holding Company, LLC and may be deemed to beneficially own such securities.

 

 

CUSIP No. 722615200

13G

Page 4 of 6

 

Item 1.

 

(a)

Name of issuer

 

PMV Consumer Acquisition Corp. (the “Issuer”).

 

(b)

Address of issuer’s principal executive offices

 

239 Royal Palm Way, Suite 503
Palm Beach, FL 33480

 

Item 2.

 

(a)

Name of person filing

 

This Schedule 13G is being filed by:

 

1.

PMV Consumer Acquisition Holding Company, LLC (the “Sponsor”) with respect to the shares of Class A Common Stock directly owned by it; and

 

2.

PMV Consumer Delaware Management Partners LLC (“Manco”), as managing member of Sponsor with respect to the shares of Class A Common Stock owned by the Sponsor.

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

 

(b)

Address or principal business office or, if none, residence

 

The address of each of the Reporting Persons is: 239 Royal Palm Way, Suite 503 Palm Beach, FL 33480.

 

(c)

Citizenship

 

Each of the Reporting Persons is a Delaware limited liability company;

 

(d)

Title of class of securities

 

Class A common stock, par value $0.0001 per share (the “Class A Common Stock”).

 

(e)

CUSIP No.

 

693486102

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	☐	Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
	(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
	(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).
	(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
	(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
	(k)	☐	Group in accordance with § 240.13d-1(b)(ii)(J).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:               

 

CUSIP No. 722615200

13G

Page 5 of 6

 

Item 4.

Ownership

 

The responses to Items 5-11 of the cover page of this Schedule 13G are incorporated herein by reference.

 

As of December 31, 2020, the Reporting Person holds 4,375,000 shares of Class B common stock, representing 20.0% of the total Class A and Class B common stock issued and outstanding. The shares of Class B common stock are automatically convertible into shares of Class A common stock at the time of the Issuer’s initial business combination, on a one-for-one basis, subject to adjustment, as more fully described in the section entitled “Description of Securities – Founder Shares” in the Issuer's Form S-1 as initially filed with the Securities and Exchange Commission on August 6, 2020, as amended.

 

The Sponsor is the record holder of the securities reported herein. Manco is the managing member of the Sponsor. Accordingly, Manco has voting and dispositive power over the securities held by the Sponsor and may be deemed to beneficially own such securities. Manco is managed by a management board of five managers. Any action by Manco with respect to the Sponsor or the shares owned by the Sponsor, including voting and dispositive decisions, requires a majority vote of the managers of Manco. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of the managers of Manco, none of the managers of Manco is deemed to be a beneficial owner of Manco’s securities, even those in which such manager holds a pecuniary interest. Accordingly, none of t he managers of Manco is deemed to have or share beneficial ownership of the shares of the Issuer indirectly held by Manco.

 

The percentages used in this Schedule 13G are based on 17,500,000 shares of the Issuer’s Class A common stock and 4,375,000 shares of its Class B common stock issued and outstanding as of November 5, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the three months ended September 30, 2020, filed with the Securities and Exchange Commission on November 5, 2020, and after taking into account the forfeiture of 656,250 shares of Class B common stock by the Sponsor effective November 8, 2020.

 

Item 5.

Ownership of 5 Percent or Less of a Class.

 

Not applicable. 

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

See disclosure in Item 2 hereof.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

Not applicable.

 

 

CUSIP No. 722615200

13G

Page 6 of 6

 

SIGNATURES

 

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 11, 2021

 

	PMV Consumer Acquisition Holding Company, LLC
	By: PMV Consumer Delaware Management Partners LLC, its Manager
	By:	/s/ Douglas R. Jamieson
	Name:	Douglas R. Jamieson
	Title:	Managing Member
	PMV Consumer Delaware Management Partners LLC
	By:	/s/ Douglas R. Jamieson
	Name:	Douglas R. Jamieson
	Title:	Managing Member