Sec Form 13G Filing - LGACo 1 LLC filing for Lazard Growth Acquisition Corp. I (LGAC) - 2022-01-31

Reflects 14,275,000 shares of Class A ordinary shares issuable upon conversion of 14,275,000 Class B ordinary shares. LGACo 1 LLC, a Delaware series limited liability company and the sponsor (the “Sponsor”) of Lazard Growth Acquisition Corp. I, a Cayman Islands exempted company (the “Issuer”), is the record holder of 14,275,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), which will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer’s initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like pursuant to certain anti-dilution rights.

As described in the Issuer’s registration statement on Form S-1 (File No. 333-252408) under the heading “Principal Shareholders”, the Sponsor has issued certain limited liability company interests (the “Series Membership Interests”) in various series of the Sponsor, which entitle the holders thereof to economic interests in respect of the Founder Shares. Pursuant to the amended and restated operating agreement of the Sponsor, Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), is the sole manager of the Sponsor and each series thereof and, accordingly, maintains the voting rights attributable to, and the dispositive power in respect of, all of the Founder Shares underlying the Series Membership Interests. LGA Holdco LLC, a Delaware limited liability company and the Series A Member of the Sponsor (“HoldCo”), (i) holds all of the Series Membership Interests in a series of the Sponsor, which entitles it to economic interests in respect of 9,975,000 Founder Shares and (ii) has full power to appoint, remove or replace the sole manager of the Sponsor at any time.

The calculation assumes that there is a total of 71,875,000 Class A ordinary shares outstanding, which is the sum of (i) the 57,500,000 Class A ordinary shares outstanding as of October 15, 2021, as reported in Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on December 17, 2021 (the “Report”), and (ii) the 14,375,000 Class A ordinary shares issuable upon conversion of the Class B ordinary shares reported in the Report.

Reflects 14,275,000 shares of Class A ordinary shares issuable upon conversion of 14,275,000 Class B ordinary shares. The Sponsor is the record holder of 14,275,000 Founder Shares, which will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer’s initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like pursuant to certain anti-dilution rights.

As described in the Issuer’s registration statement on Form S-1 (File No. 333-252408) under the heading “Principal Shareholders”, the Sponsor has issued certain Series Membership Interests in various series of the Sponsor, which entitle the holders thereof to economic interests in respect of the Founder Shares. Pursuant to the amended and restated operating agreement of the Sponsor, Lazard Group is the sole manager of the Sponsor and each series thereof and, accordingly, maintains the voting rights attributable to, and the dispositive power in respect of, all of the Founder Shares underlying the Series Membership Interests. HoldCo (i) holds all of the Series Membership Interests in a series of the Sponsor, which entitles it to economic interests in respect of 9,975,000 Founder Shares and (ii) has full power to appoint, remove or replace the sole manager of the Sponsor at any time.

HoldCo is a direct wholly owned subsidiary of Lazard Group and an indirect wholly owned subsidiary of Lazard Ltd. As such, Lazard Ltd, through its controlling ownership interests in Lazard Group and HoldCo, has full discretion to manage and control the business and affairs of the Sponsor and each series thereof and is the ultimate control person of the Founder Shares held of record by the Sponsor. Accordingly, each of Lazard Group and Lazard Ltd may be deemed a beneficial owner of Founder Shares held of record by the Sponsor, but disclaims beneficial ownership of any such Founder Shares except to the extent of their respective pecuniary interests therein.

The calculation assumes that there is a total of 71,875,000 Class A ordinary shares outstanding, which is the sum of (i) the 57,500,000 Class A ordinary shares outstanding as of October 15, 2021, as reported in the Report, and (ii) the 14,375,000 Class A ordinary shares issuable upon conversion of the Class B ordinary shares reported in the Report.

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