Cohn Robbins Form 3/A / GARY D COHN 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Cohn Robbins Sponsor LLC

(Last)

(First)

(Middle)

C/O COHN ROBBINS HOLDINGS CORP.

1000 N. WEST STREET, SUITE 1200

(Street)

WILMINGTON

19801

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2020

3. Issuer Name and Ticker or Trading Symbol
Cohn Robbins Holdings Corp. [ CRHC ]

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)
09/08/2020

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	17,090,000⁽¹⁾	⁽¹⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

Cohn Robbins Sponsor LLC

(Last)

(First)

(Middle)

C/O COHN ROBBINS HOLDINGS CORP.

1000 N. WEST STREET, SUITE 1200

(Street)

WILMINGTON

19801

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

COHN GARY D

(Last)

(First)

(Middle)

C/O COHN ROBBINS HOLDINGS CORP.

1000 N. WEST STREET, SUITE 1200

(Street)

WILMINGTON

19801

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ROBBINS CLIFTON S

(Last)

(First)

(Middle)

C/O COHN ROBBINS HOLDINGS 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. 333-240277) 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 2,250,000 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. Cohn Robbins Sponsor LLC (the "Sponsor") is the record holder of the Class B ordinary shares reported herein. Each of the Sponsor, Mr. Robbins and Mr. Cohn may be deemed to be a beneficial owner of Class B ordinary shares reported herein. Each of Mr. Robbins and Mr. Cohn disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of his respective pecuniary interest therein.

Remarks:

* This amendment is being filed solely to correct a submission error in the persons listed in the original Form 3 filed on September 8, 2020, which mistakenly substituted another person for Clifton S. Robbins. There has been no change in, or transfer of, the shares previously reported in that original Form 3. Exhibit 24.1 - Powers of Attorney. Mr. Robbins serves 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, CSR Holdco LLC and CSR III may each be deemed a director by deputization with respect to the issuer on the basis of the service of Mr. Robbins.

	Cohn Robbins Sponsor LLC, By: /s/ Clifton S. Robbins, as Authorized Signatory	10/09/2020
	Gary D. Cohn, By: /s/ Gary D. Cohn	10/09/2020
	Clifton S. Robbins, By: /s/ Clifton S. Robbins	10/09/2020
	** 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.

Cohn Robbins (CRRCF) Form 3/ACohn Robbins / GARY D COHN ownership change