Sec Form 13G Filing - Compute Health Sponsor LLC filing for Compute Health Acquisition Corp. (CPUH) - 2022-02-14

 

1	NAME OF REPORTING PERSON   Omar Ishrak
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   21,442,500 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   21,442,500 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   21,442,500 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   19.9% (2)
12	TYPE OF REPORTING PERSON   IN

 

(1)

Reflects 21,442,500 shares of Class A Common Stock issuable upon conversion of 21,442,500 shares of Class B Common Stock held by the Sponsor. The Class B Common Stock will automatically convert into Class A Common Stock at the time of the Company’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. The Sponsor is managed by each of Joshua Fink, Omar Ishrak, and Jean Nehmé. As a result of the foregoing, Dr. Ishrak may be deemed to beneficially own the shares held by the Sponsor.

 

(2)

The calculation assumes that there is a total of 107,812,500 shares of Class A Common Stock outstanding, which is the sum of (i) the 86,250,000 shares of Class A Common Stock outstanding as of November 18, 2021, as reported in the Report, and (ii) the 21,562,500 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Sponsor.

 

 

1	NAME OF REPORTING PERSON   Jean Nehmé
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) 0;☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   21,442,500 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   21,442,500 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   21,442,500 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   19.9% (2)
12	TYPE OF REPORTING PERSON   IN

 

(1)

Reflects 21,442,500 shares of Class A Common Stock issuable upon conversion of 21,442,500 shares of Class B Common Stock held by the Sponsor. The Class B Common Stock will automatically convert into Class A Common Stock at the time of the Company’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. The Sponsor is managed by each of Joshua Fink, Omar Ishrak, and Jean Nehmé. As a result of the foregoing, Dr. Nehmé may be deemed to beneficially own the shares held by the Sponsor.

 

(2)

The calculation assumes that there is a total of 107,812,500 shares of Class A Common Stock outstanding, which is the sum of (i) the 86,250,000 shares of Class A Common Stock outstanding as of November 18, 2021, as reported in the Report, and (ii) the 21,562,500 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Sponsor.

 

 

Item 1(a).

Name of Issuer:

Compute Health Acquisition Corp.

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

1105 North Market Street, 4^th Floor, Wilmington, DE 19890.

 

Item 2(a).

Name of Person Filing:

 

This statement is being filed jointly pursuant to §240.13d-1(k)(1) on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

1. Compute Health Sponsor LLC

2. Joshua Fink

3. Omar Ishrak

4. Jean Nehmé

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

The principal business address of each of the Reporting Persons is as follows:

 

1105 North Market Street, 4^th Floor, Wilmington, DE 19890.

 

Item 2(c).

Citizenship:

 

See responses to Item 4 on each cover page.

 

Item 2(d).

Titles of Classes of Securities:

 

Class A Common Stock, par value $0.0001 per share

 

Item 2(e).

CUSIP Number:

 

204833107

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

	(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
	(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	☐	Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)	☐	Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)	☐	Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	☐	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)	☐	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)	☐	Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
	(k)	☐	Group in accordance with §240.13d-1(b)(1)(ii)(K).
	If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:

 

 

Item 4.

Ownership

 

(a)

Amount beneficially owned:

 

See response to Item 9 on each cover page.

 

(b)

Percent of class:

 

See response to Item 11 on each cover page.

 

(c)

Number of shares as to which such person has:

 

(i) Sole power to vote or to direct the vote:

 

See response to Item 5 on each cover page.

 

(ii) Shared power to vote or to direct the vote:

 

See response to Item 6 on each cover page.

 

(iii) Sole power to dispose or to direct the disposition of:

 

See response to Item 7 on each cover page.

 

(iv) Shared power to dispose or to direct the disposition of:

 

See response to Item 8 on each cover page.

 

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.

 

Not applicable.

 

Item 7.

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

 

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.

 

Not Applicable.

 

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 14, 2022

 

	Compute Health Sponsor LLC
	By:	/s/ Joshua Fink
		Name: Joshua Fink
		Title: Co-Chief Executive Officer
	Joshua Fink
	/s/ Joshua Fink
	Omar Ishrak
	/s/ Omar Ishrak
	Jean Nehmé
	/s/ Jean Nehmé

 

 

Exhibit Index

 

Exhibit 1

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.

 

 

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