byNordic Acquisition Form 3 / THOMAS L FAIRFIELD ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FAIRFIELD THOMAS L

(Last)

(First)

(Middle)

BYNORDIC ACQUISITION CORPORATION

C/O PIR 29 EINAR HANSENS ESPLANAD 29

(Street)

MALMO

211 13

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2022

3. Issuer Name and Ticker or Trading Symbol
byNordic Acquisition Corp [ BYNOU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO, COO and Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	66,729⁽²⁾	⁽¹⁾	D

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-248488) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), will automatically be converted into shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

2. These shares represent Class B Common Stock held by Thomas Fairfield that were acquired pursuant to a Securities Assignment Agreement by and between Water by Nordic AB and Thomas Fairfield after giving effect to subsequent stock dividends on such Class B Common Stock. The Class B Common Stock held Thomas Fairfield includes up to 8,705 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's Registration Statement.

	/s/ Thomas Fairfield	02/08/2022
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

byNordic Acquisition (BYNO) Form 3byNordic Acquisition / THOMAS L FAIRFIELD ownership change