HPX Form 3 / Carlos Augusto Leone Piani 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^*

HPX Capital Partners LLC

(Last)

(First)

(Middle)

1000 N. WEST STREET, SUITE 1200

(Street)

WILMINGTON

19801

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2020

3. Issuer Name and Ticker or Trading Symbol
HPX Corp. [ HPX ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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

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

	Form filed by One Reporting Person
X	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 ordinary shares	⁽¹⁾	⁽¹⁾	Class A ordinary shares	5,670,000	⁽¹⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

HPX Capital Partners LLC

(Last)

(First)

(Middle)

1000 N. WEST STREET, SUITE 1200

(Street)

WILMINGTON

19801

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Piani Carlos Augusto Leone

(Last)

(First)

(Middle)

C/O HPX CORP.

1000 N. WEST STREET, SUITE 1200

(Street)

WILMINGTON

19801

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Hees Bernardo

(Last)

(First)

(Middle)

C/O HPX CORP.

1000 N. WEST STREET, SUITE 1200

(Street)

WILMINGTON

19801

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Xavier Rodrigo Guedes

(Last)

(First)

(Middle)

C/O HPX CORP.

1000 N. WEST STREET, SUITE 1200

(Street)

WILMINGTON

19801

(City)

(State)

(Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-239486) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer 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, on a one-for-one basis, subject to certain adjustment, and have no expiration date. Includes 750,000 Class B ordinary shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units.

2. The reporting owner, HPX Capital Partners LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managers, Carlos Augusto Leone Piani, Bernardo Vieira Hees and Rodrigo Guedes Xavier. Messrs. Piani, Hees and Xavier may be deemed to beneficially own shares held by the Sponsor by virtue of their shared control over the Sponsor. Each of Messrs. Piani, Hees and Xavier disclaims beneficial ownership of the shares held by the Sponsor, except to the extent of such person's pecuniary interest therein.

Remarks:

Exhibit 24.1 - Powers of Attorney. Messrs. Piani, Hees and Xavier, the managers of the Sponsor, serve on the board of directors of the issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Sponsor may be deemed a director by deputization with respect to the issuer on the basis of the service of Messrs. Piani, Hees and Xavier on the issuer's board of directors.

	HPX Capital Partners LLC, By: /s/ Carlos Augusto Leone Piani, as Chief Executive Officer	07/15/2020
	Carlos Augusto Leone Piani, By: /s/ Carlos Augusto Leone Piani	07/15/2020
	Bernardo Vieira Hees, By: /s/ Carlos Augusto Leone Piani, as attorney-in-fact	07/15/2020
	Rodrigo Guedes Xavier, By: By: /s/ Carlos Augusto Leone Piani, as attorney-in-fact	07/15/2020
	** 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.

HPX (HPX) Form 3HPX / Carlos Augusto Leone Piani ownership change