Jaws Juggernaut Acquisition Form 3 / BARRY S STERNLICHT 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^*

Juggernaut Sponsor LLC

(Last)

(First)

(Middle)

C/O JAWS JUGGERNAUT ACQUISITION CORP.

1601 WASHINGTON AVENUE, SUITE 800

(Street)

MIAMI BEACH

33139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2021

3. Issuer Name and Ticker or Trading Symbol
Jaws Juggernaut Acquisition Corp [ JUGG ]

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)

	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 ordinary shares	⁽²⁾	⁽²⁾	Class A ordinary shares	6,900,000⁽³⁾	⁽²⁾	D⁽¹⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Juggernaut Sponsor LLC

(Last)

(First)

(Middle)

C/O JAWS JUGGERNAUT ACQUISITION CORP.

1601 WASHINGTON AVENUE, SUITE 800

(Street)

MIAMI BEACH

33139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Jaws Equity Owner 148, LLC

(Last)

(First)

(Middle)

C/O JAWS JUGGERNAUT ACQUISITION CORP.

1601 WASHINGTON AVENUE, SUITE 800

(Street)

MIAMI BEACH

33139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PDM Juggernaut Investor LLC

(Last)

(First)

(Middle)

C/O JAWS JUGGERNAUT ACQUISITION CORP.

1601 WASHINGTON AVENUE, SUITE 800

(Street)

MIAMI BEACH

33139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

STERNLICHT BARRY S

(Last)

(First)

(Middle)

C/O JAWS JUGGERNAUT ACQUISITION CORP.

1601 WASHINGTON AVENUE, SUITE 800

(Street)

MIAMI BEACH

33139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JACOBS PAUL E

(Last)

(First)

(Middle)

C/O JAWS JUGGERNAUT ACQUISITION CORP.

1601 WASHINGTON AVENUE, SUITE 800

(Street)

MIAMI BEACH

33139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ABERLE DEREK K

(Last)

(First)

(Middle)

C/O JAWS JUGGERNAUT ACQUISITION CORP.

1601 WASHINGTON AVENUE, SUITE 800

(Street)

MIAMI BEACH

33139

(City)

(State)

(Zip)

Explanation of Responses:

1. This form is being filed by the following Reporting Persons: Juggernaut Sponsor LLC ("Juggernaut Sponsor"), Jaws Equity Owner 148, L.L.C. ("Jaws Equity Owner"), PDM Juggernaut Investor, LLC ("PDM Investor"), Barry S. Sternlicht, Paul E. Jacobs, Ph.D. and Derek K. Aberle.

2. As described in the issuer's registration statement on Form S-1 (File No. 333-253076) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

3. The Class B ordinary shares beneficially owned by the reporting person include up to 900,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.

4. Juggernaut Sponsor is jointly controlled by PDM Investor and Jaws Equity Owner, which share voting and investment discretion with respect to the securities held by Juggernaut Sponsor. PDM Investor is jointly controlled by Paul E. Jacobs, Ph.D. and Derek K. Aberle. Jaws Equity Owner is controlled by Barry S. Sternlicht. PDM Investor is controlled jointly by Paul E. Jacobs, Ph.D. and Derek K. Aberle who exercise voting and investment discretion of PDM Investor. JAWS Equity Owner is controlled by Barry S. Sternlicht. Accordingly, each of Dr. Jacobs, Mr. Aberle and Mr. Sternlicht may be deemed to share dispositive power over the securities held by Juggernaut Sponsor. Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of any securities reported herein except to the extent of such entity's or such person's pecuniary interest therein.

5. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

Exhibit List: Exhibit 24.1 Power of Attorney Exhibit 24.2 Power of Attorney Exhibit 24.3 Power of Attorney Exhibit 99.1 Joint Filer Information

	Juggernaut Sponsor LLC By: /s/ Paul E. Jacobs, Ph.D. Name: Paul E. Jacobs, Ph.D. Title: Chief Executive Officer	06/17/2021
	Jaws Equity Owner 148, L.L.C. By: /s/ Michael Racich Name: Michael Racich Title: Manager	06/17/2021
	PDM Juggernaut Investor, LLC By: /s/ Derek K. Aberle Name: Derek K. Aberle Title: Manager	06/17/2021
	By: /s/ Barry S. Sternlicht Name: Barry S. Sternlicht	06/17/2021
	By: /s/ Paul E. Jacbos, Ph.D. Name: Paul E. Jacobs, Ph.D.	06/17/2021
	By: /s/ Derek K. Aberle Name: Derek K. Aberle	06/17/2021
	** 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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Jaws Juggernaut Acquisition (JUGGW) Form 3Jaws Juggernaut Acquisition / BARRY S STERNLICHT ownership change