Mercato Partners Acquisition Form 4 / GREG WARNOCK 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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Mercato Partners Acquisition Group, LLC

(Last)

(First)

(Middle)

C/O 2750 E. COTTONWOOD PKWY, STE 500

(Street)

COTTONWOOD HEIGHTS

84121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mercato Partners Acquisition Corp [ MPRA ]

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)
02/06/2023

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)

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)
Class B Common Stock	⁽¹⁾	02/06/2023		J⁽²⁾			60,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	60,000	⁽²⁾	5,575,000	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

Mercato Partners Acquisition Group, LLC

(Last)

(First)

(Middle)

C/O 2750 E. COTTONWOOD PKWY, STE 500

(Street)

COTTONWOOD HEIGHTS

84121

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bullfrog Bay Trust

(Last)

(First)

(Middle)

C/O 2750 E. COTTONWOOD PKWY, STE 500

(Street)

COTTONWOOD HEIGHTS

84121

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WARNOCK GREG

(Last)

(First)

(Middle)

C/O 2750 E. COTTONWOOD PKWY, STE 500

(Street)

COTTONWOOD HEIGHTS

84121

(City)

(State)

(Zip)

Explanation of Responses:

1. The Class B common stock will automatically convert into shares of Class A common stock at the completion of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

2. Reflects the disposition of securities from Mercato Partners Acquisition Group, LLC ("Sponsor") to Scott E. Klossner and two transferees not affiliated with the Issuer (collectively, the "Transferees"), each pursuant to the terms of securities assignment agreements between the Transferees and Sponsor.

3. Represents shares held by Sponsor. Sponsor is the record holder of the securities reported herein. Sponsor is managed by Bullfrog Bay Trust (a family trust managed by the wife and two adult sons of Gregory H. Warnock, the Chief Executive Officer and Chair of the Board). Mr. Warnock may be deemed to have voting and dispositive power over the securities held by Sponsor.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	Mercato Partners Acquisition Group, LLC, By: Bullfrog Bay Trust, By: /s/ Diane Warnock, Trustee for Bullfrog Bay Trust	02/06/2023
	/s/ Scott E. Klossner, Attorney-in-Fact for Gregory H. Warnock	02/06/2023
	** 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.

Mercato Partners Acquisition Form 4Mercato Partners Acquisition / GREG WARNOCK ownership change