Sec Form 4 Filing - Leggett Richard Jr @ Blue Ocean Acquisition Corp - 2024-06-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Leggett Richard Jr
2. Issuer Name and Ticker or Trading Symbol
Blue Ocean Acquisition Corp [ BOCN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
2 WISCONSIN CIRCLE, 7TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/21/2024
(Street)
CHEVY CHASE, MD20815
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Ordinary Shares 06/21/2024 C 4,353,749 A 4,353,749 I See Footnote ( 2 )
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
Class B Ordinary Shares ( 1 ) 06/21/2024 C 4,353,749 ( 1 ) ( 1 ) Class A Ordinary Shares 4,353,749 $ 0 1 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Leggett Richard Jr
2 WISCONSIN CIRCLE
7TH FLOOR
CHEVY CHASE, MD20815
X Chief Executive Officer
Signatures
/s/ Stuart Karle, Attorney-in-Fact for Richard Leggett Jr 06/25/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 29, 2023, shareholders of the Issuer approved a proposal to amend the Issuer's articles of association to permit holders of the Issuer's Class B ordinary shares to convert such holder's Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder. On June 21, 2024, Blue Ocean Sponsor LLC ("Sponsor") exercised its right to convert a portion of its Class B ordinary shares into Class A ordinary shares.
( 2 )These securities are held directly by Sponsor. The Reporting Person is a manager of Sponsor. As such, the Reporting Person may be deemed to have beneficial ownership of the securities held directly by Sponsor. The Reporting Person disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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