RXR Acquisition Form 3 Initial statement of insider ownership

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^*

RXR Acquisition Sponsor LLC

(Last)

(First)

(Middle)

C/O RXR ACQUISITION CORP.

625 RXR PLAZA

(Street)

UNIONDALE

11556

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2021

3. Issuer Name and Ticker or Trading Symbol
RXR Acquisition Corp. [ RXRA ]

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

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

5. 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 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	⁽¹⁾	⁽¹⁾	Class A Common Stock, par value $0.0001	8,481,000⁽²⁾	⁽¹⁾	D⁽³⁾

Explanation of Responses:

1. The reporting person owns 8,481,000 shares of Class B Common Stock which are convertible into shares of Class A Common Stock as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-253024). The shares of Class B Common Stock have no expiration date.

2. Includes 1,125,000 shares of Class B Common Stock that are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised.

3. The reporting person ("Sponsor") is the record holder of the shares reported herein. Sponsor is governed by a board of managers consisting of three managers: Scott Rechler, Michael Maturo and Jason Barnett (the "Managers") and the approval of a majority of the Managers is required to approve any action of Sponsor. Each of the Managers disclaims beneficial ownership of the securities held of record by Sponsor.

	RXR Acquisition Sponsor LLC, By: /s/ Jason Barnett, Manager	03/03/2021
	** 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.
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RXR Acquisition (RXRA) Form 3Initial statement of insider ownership