Music Acquisition Corporation - Series A Form 4 Music Acquisition / Todd Lowen ownership change

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^*

Lowen Todd

(Last)

(First)

(Middle)

C/O THE MUSIC ACQUISITION CORPORATION

9000 W. SUNSET BLVD #1500

(Street)

HOLLYWOOD

90069

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Music Acquisition Corp [ TMAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2022

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

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

X	Form filed by One Reporting Person
	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 B Common Stock	11/28/2022		P		33,155⁽¹⁾	A	$10⁽²⁾	33,155	D
Class B Common Stock								5,675,000	I	By Music Acquisition Sponsor LLC. See Footnote⁽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)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-252152) under the heading "Description of Securities - Founder Shares", the Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), 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 pursuant to certain anti-dilution rights and have no expiration date. The reporting person entered into a binding Note Conversion & Stock Purchase Agreement with the Issuer on November 28, 2022 (the "Note Conversion and Stock Purchase Agreement"), pursuant to which the reporting person agreed to purchase the 33,155 shares reported in this Form 4.

2. Pursuant to the Note Conversion and Stock Purchase Agreement, the reporting person paid $10.0 per share of Class B Common Stock, par value $0.0001 per share, for the 33,155 shares reported in this Form 4.

3. The securities are held directly by Music Acquisition Sponsor, LLC (the "Sponsor") and indirectly by Neil Jacobson and Todd Lowen as managers of the Sponsor. Each of Messrs. Jacobson and Lowen disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

	/s/ Todd Lowen	11/30/2022
	** 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.

Music Acquisition Corporation - Series A (TMAC) Form 4Music Acquisition / Todd Lowen ownership change