Sec Form 3 Filing - Khosla Ventures III, L.P. @ LanzaTech Global, Inc. - 2023-02-09

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Khosla Ventures III, L.P.
2. Issuer Name and Ticker or Trading Symbol
LanzaTech Global, Inc. [ LNZA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2128 SAND HILL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2023
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 13,875,332 I See footnote ( 1 )
Common Stock 28,992,029 I See footnote ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Khosla Ventures III, L.P.
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Khosla Ventures Associates III, LLC
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
VK Services, LLC
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
KHOSLA VINOD
2128 SAND HILL ROAD
MENLO PARK, CA94025
X
Signatures
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC, in its capacity as general partner of Khosla Ventures III, L.P. 02/13/2023
Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC 02/13/2023
Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC 02/13/2023
Signature of Reporting Person Date
/s/ John J. Demeter, as attorney in fact for Vinod Khosla 02/13/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of securities held of record by Khosla Ventures III, L.P. ("KV III"), of which Khosla Ventures Associates III, LLC ("KVA III") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA III. Each of KVA III, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV III, and each of KVA III, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV III. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 2 )Consists of securities held of record by entities owned or controlled by Vinod Khosla, of which (i) 27,992,029 shares of Common Stock represent securities received upon the conversion of securities of LanzaTech NZ, Inc. into Common Stock of LanzaTech Global, Inc. in connection with AMCI Acquisition Corp. II's business combination transaction with AMCI Merger Sub, Inc. and LanzaTech NZ, Inc. (the "Business Combination Transaction") and (ii) 1,000,000 shares of Common Stock represent securities acquired by an entity owned or controlled by Vinod Khosla immediately prior to the consummation of the Business Combination Transaction.
( 3 )Vinod Khosla may be deemed to possess voting and investment control over such securities held by such entities, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by such entities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

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