Progress Acquisition Form 4 Change in insider ownership

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COWEN INC.

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Progress Acquisition Corp. [ PGRW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/03/2022		S		11,885	D	$10.1015⁽⁴⁾	103,299	I⁽¹⁾⁽²⁾⁽³⁾	By Cowen and Company, LLC⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	11/04/2022		S		3,299	D	$10.0733⁽⁵⁾	100,000	I⁽¹⁾⁽²⁾⁽³⁾	By Cowen and Company, LLC⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	02/06/2023		S		75	D	$10.37	99,925	I⁽¹⁾⁽²⁾⁽³⁾	By Cowen and Company, LLC⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	02/08/2023		S		100	D	$10.37	99,825	I⁽¹⁾⁽²⁾⁽³⁾	By Cowen and Company, LLC⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	02/09/2023		S		400	D	$10.35	99,425	I⁽¹⁾⁽²⁾⁽³⁾	By Cowen and Company, LLC⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	02/13/2023		S		100	D	$10.35	99,325	I⁽¹⁾⁽²⁾⁽³⁾	By Cowen and Company, LLC⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	02/22/2023		S		100	D	$10.33	99,225	I⁽¹⁾⁽²⁾⁽³⁾	By Cowen and Company, LLC⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	02/24/2023		S		100	D	$10.35	99,125	I⁽¹⁾⁽²⁾⁽³⁾	By Cowen and Company, LLC⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	03/03/2023		S		75	D	$10.39	99,050	I⁽¹⁾⁽²⁾⁽³⁾	By Cowen and Company, LLC⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	03/24/2023		P		950	A	$10.5459⁽⁶⁾	100,000	I⁽¹⁾⁽²⁾⁽³⁾	By Cowen and Company, LLC⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	05/09/2023		J⁽⁷⁾		100,000	D	$10.29⁽⁷⁾	0	I⁽¹⁾⁽²⁾⁽³⁾	By Cowen and Company, LLC⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

COWEN INC.

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

COWEN AND COMPANY, LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cowen Holdings, Inc.

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RCG LV Pearl LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Cowen Inc., Cowen and Company, LLC ("Cowen and Company"), Cowen Holdings, Inc. ("Cowen Holdings") and RCG LV Pearl LLC ("RCG", and collectively, the "Reporting Persons").

2. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934, as amended, or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

3. Represents securities owned directly by Cowen and Company. Cowen Holdings is the sole member of Cowen and Company. RCG is the sole owner of Cowen Holdings. Cowen Inc. is the sole member of RCG. In such capacities, each of Cowen Holdings, RCG and Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen and Company, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

4. The transaction was executed in multiple trades in prices ranging from $10.10 to $10.12, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

5. The transaction was executed in multiple trades in prices ranging from $10.07 to $10.08, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

6. The transaction was executed in multiple trades in prices ranging from $10.54 to $10.55, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in this footnote.

7. In connection with the dissolution and liquidation of the Issuer and in accordance with its Amended and Restated Certificate of Incorporation, as amended, the Issuer will be redeeming all of the outstanding shares of its Class A Common Stock that were included in the units issued in its initial public offering, including the 100,000 shares held by Cowen and Company. The redemption price is currently being calculated, which the Issuer has estimated to be approximately $10.29 per share. The Reporting Persons will file an amendment to this Form 4 after the final liquidation date to disclose the final redemption price if it is materially different from the estimated redemption price reported herein.

	Cowen Inc., By: /s/ Stephen A. Lasota, Chief Financial Officer	05/15/2023
	Cowen and Company, LLC, By: Cowen Holdings, Inc., sole member, By: RCG LV Pearl LLC, sole owner, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer	05/15/2023
	Cowen Holdings, Inc., By: RCG LV Pearl LLC, sole owner, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer	05/15/2023
	RCG LV Pearl LLC, By: Cowen Inc., sole member, By: /s/ Stephen A. Lasota, Chief Financial Officer	05/15/2023
	** 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 4 (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.

Progress Acquisition (PGRW) Form 4Change in insider ownership