Blue Ocean Acquisition Form 4 / Richard Leggett Jr 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^*

Leggett Richard Jr

(Last)

(First)

(Middle)

2 WISCONSIN CIRCLE

7TH FLOOR

(Street)

CHEVY CHASE

20815

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Blue Ocean Acquisition Corp [ BOCN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2024

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 A Ordinary Shares	12/05/2024		C		1	A	⁽¹⁾	4,353,750	I	See Footnote⁽²⁾
Class A Ordinary Shares	12/05/2024		D		4,353,750	D	⁽¹⁾	0	I	See Footnote⁽²⁾

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 Ordinary Shares	⁽¹⁾	12/05/2024		C			1	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	1	$0	0	I	See Footnote⁽²⁾

Explanation of Responses:

1. Pursuant to the merger agreement by and among the Issuer, TNL Mediagene, and TNLMG, effective December 5, 2024 (the "Effective Time"), TNLMG merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of TNL Mediagene (such merger, the "Merger"). Immediately prior to the Effective Time, each Class B ordinary share outstanding immediately prior to the Effective Time automatically converted into one Class A ordinary share and, after giving effect to such automatic conversion, at the Effective Time and as a result of the Merger, each Class A ordinary share outstanding immediately prior to the Effective Time automatically converted into the right to receive one ordinary share of TNL Mediagene.

2. These securities are held directly by Blue Ocean Sponsor LLC ("Sponsor"). The Reporting Person is a manager of Sponsor. As such, the Reporting Person may be deemed to have beneficial ownership of the securities held directly by Sponsor. The Reporting Person disclaims beneficial ownership over any securities owned by Sponsor in which he does not have any pecuniary interest.

	/s/ Stuart Karle, Attorney-in-Fact for Richard Leggett Jr	12/09/2024
	** 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.

Blue Ocean Acquisition Form 4Blue Ocean Acquisition / Richard Leggett Jr ownership change