Counter Press 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^*

Counter Press Sponsor LLC

(Last)

(First)

(Middle)

C/O COUNTER PRESS ACQUISITION CORP.

1981 MARCUS AVENUE, SUITE 227

(Street)

LAKE SUCCESS

11042

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2022

3. Issuer Name and Ticker or Trading Symbol
Counter Press Acquisition Corp [ CPAQU ]

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 ordinary shares	⁽¹⁾	⁽¹⁾	Class A ordinary shares	2,156,250⁽²⁾	⁽¹⁾⁽²⁾	D

Explanation of Responses:

1. As described in the Issuer's registration statement on Form S-1 (File No. 333-261788) (the "Issuer's Registration Statement") under the heading "Description of Securities-Founder Shares," the shares of Class B ordinary shares, par value $0.0001 per share (the "Class B Shares") of Counter Press Acquisition Corporation (the "Issuer") will automatically convert into shares of Class A ordinary shares, par value $0.0001 per share (the "Class A Shares") of the Issuer, on the first day following the completion of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustment.

2. Includes up to 281,250 shares of Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is not exercised. Such Class B Shares are convertible into Class A Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement.

Remarks:

Counter Press Sponsor LLC (the "Sponsor") owns is the record holder of the shares reported herein. Each of Paul Conway, Michael Kalt and Randy W. Frankel is the managing member of the Sponsor and have shared voting and dispositive power over the Class B Shares owned by the Sponsor. Each of Paul Conway, Michael Kalt and Randy W. Frankel disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

	/s/ Paul Conway, as Managing Member of Counter Press Sponsor LLC	03/09/2022
	** 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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Counter Press Acquisition (CPAQ) Form 3Initial statement of insider ownership