Thrive Acquisition Form 3 / PETER GRAHAM 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^*

GRAHAM PETER

(Last)

(First)

(Middle)

C/O GR SLEEP LLC

1122 OBERLIN ROAD SUITE 200

(Street)

RALEIGH,

27605

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/20/2021

3. Issuer Name and Ticker or Trading Symbol
Thrive Acquisition Corp [ THAC ]

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

X	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	⁽¹⁾	⁽¹⁾	Class A ordinary shares	798,650	⁽¹⁾	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

GRAHAM PETER

(Last)

(First)

(Middle)

C/O GR SLEEP LLC

1122 OBERLIN ROAD SUITE 200

(Street)

RALEIGH,

27605

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GR Sleep LLC

(Last)

(First)

(Middle)

1122 OBERLIN ROAD SUITE 200

(Street)

RALEIGH,

27605

(City)

(State)

(Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-259418) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer (a) at any time and from time to time at the option of the holders thereof, or (b) automatically at the time of the issuer's initial business combination transaction 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. The Class B ordinary shares beneficially owned by the Reporting Person includes up to 109,504 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the registration statement.

2. Reflects Class B Ordinary Shares held by GR Sleep LLC ("GR Sleep"). Mr. Graham may be deemed to beneficially own the reported shares held by GR Sleep, which is an entity controlled by Mr. Graham. Mr. Graham disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney Exhibit 99.1- Joint Approval

	/s/ Benjamin Kao as attorney in fact for Peter Graham	10/20/2021
	/s/ Benjamin Kao as attorney in fact for GR Sleep LLC	10/20/2021
	** 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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Thrive Acquisition (THAC) Form 3Thrive Acquisition / PETER GRAHAM ownership change