Churchill Sponsor VII Form 3 Churchill Capital Corp VII / Michael Stuart Klein 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^*

Klein Michael Stuart

(Last)

(First)

(Middle)

640 5TH AVENUE, 12TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2021

3. Issuer Name and Ticker or Trading Symbol
Churchill Capital Corp VII [ CVII ]

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

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

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 common stock, par value $0.0001 per share	⁽¹⁾	⁽¹⁾	Class A common stock, par value $0.0001 per share	34,500,000	⁽¹⁾	I	See Footnotes⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Klein Michael Stuart

(Last)

(First)

(Middle)

640 5TH AVENUE, 12TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

M. Klein Associates, Inc.

(Last)

(First)

(Middle)

640 FIFTH AVENUE, 12TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Churchill Sponsor VII LLC

(Last)

(First)

(Middle)

640 FIFTH AVENUE, 12TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. The reported shares of Churchill Capital Corp VII (the "Issuer") are directly held by Churchill Sponsor VII LLC and include 4,500,000 shares of Class B Shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the Class B Shares will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment as described under the heading "Description of Securities- Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252006). The shares of Class B common stock have no expiration date.

2. Michael Klein is the controlling stockholder of M. Klein Associates, Inc., which is the managing member of Churchill Sponsor VI LLC.

Remarks:

Chief Executive Officer, President and Chairman of the Board of Directors

	/s/ Michael Klein	02/11/2021
	M. KLEIN ASSOCIATES, INC., Name: Jay Taragin, Title: Authorized Person: /s/ Jay Taragin	02/11/2021
	Churchill Sponsor VI LLC, by: M. Klein Associates, Inc., its manager, Name: Jay Taragin, Title: Authorized Person: /s/ Jay Taragin	02/11/2021
	** Signature of Reporting Person	Date
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Churchill Sponsor VII Form 3Churchill Capital Corp VII / Michael Stuart Klein ownership change