Colicity Form 3 / CRAIG MCCAW 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^*

MCCAW CRAIG

(Last)

(First)

(Middle)

C/O PENDRELL CORPORATION

2300 CARILLON POINT

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/23/2021

3. Issuer Name and Ticker or Trading Symbol
Colicity Inc. [ COLI ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO, 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	⁽¹⁾	⁽¹⁾	Class A Common Stock	195,500	⁽¹⁾	D
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	7,708,852	⁽²⁾	I	See explanation of responses⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

MCCAW CRAIG

(Last)

(First)

(Middle)

C/O PENDRELL CORPORATION

2300 CARILLON POINT

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

X-icity Holdings Corp

(Last)

(First)

(Middle)

2300 CARILLON POINT

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

Explanation of Responses:

1. The reporting person owns 195,500 shares of Class B Common Stock which will automatically convert into shares of Class A Common Stock at the time of the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described under the caption "Founder shares conversion and anti-dilution rights" in the Issuer's registration statement on Form S-1 (File No. 333-252811).

2. X-icity Holdings Corporation ("X-icity") is the record holder of 7,708,852 shares of Class B Common Stock which will automatically convert into shares of Class A Common Stock at the time of the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described under the caption "Founder shares conversion and anti-dilution rights" in the Issuer's registration statement on Form S-1 (File No. 333-252811). Mr. McCaw is the Co-CEO and more than 10% owner of Pendrell Corporation (PCO) which owns 100% of X-icity. Mr. McCaw shares voting and investment discretion with respect to the common stock held of record by PCO. Mr. McCaw disclaims any beneficial ownership of any shares held by PCO or X-icity.

Remarks:

Chief Executive Officer & Director. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibit 24.1 - Powers of Attorney.

	/s/ Steve Ednie Attorney-in-fact for Craig McCaw	02/23/2021
	/s/ Steve Ednie CFO and Secretary for X-icity	02/23/2021
	** 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.

Colicity (COLI) Form 3Colicity / CRAIG MCCAW ownership change