Sec Form 3 Filing - Townsend Andrew S @ Collective Growth Corp - 2020-04-30

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Townsend Andrew S 2. Issuer Name and Ticker or Trading Symbol Collective Growth Corp [ CGROU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O COLLECTIVE GROWTH CORPORATION, 1805 WEST AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2020 (Street) AUSTIN, TX78701 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock ( 1 ) 150,000 I By Shipwright SPAC I, LLC ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 2,803,124 ( 4 ) I By Shipwright SPAC I, LLC ( 2 ) Warrant ( 1 ) ( 5 ) $ 11.5 ( 6 ) ( 7 ) Class A Common Stock 1,575,000 I By Shipwright SPAC I, LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Townsend Andrew S C/O COLLECTIVE GROWTH CORPORATION 1805 WEST AVENUE AUSTIN, TX78701 X X Shipwright SPAC I, LLC C/O COLLECTIVE GROWTH CORPORATION 1805 WEST AVENUE AUSTIN, TX78701 X Signatures /s/ Andrew Townsend 04/30/2020 Signature of Reporting Person Date /s/ Shipwright SPAC I, LLC, by Andrew Townsend, Managing Member of Shipwright Partners LLC, the managing member of Shipwright SPAC I, LLC 04/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes securities underlying 150,000 units which, prior to the effective date of the registration statement relating to the Issuer's public offering, Shipwright SPAC I, LLC (the "Sponsor") irrevocably committed to purchase. Each unit consists of one share of Class A common stock and one-half of one warrant, with each whole warrant entitling the holder to purchase one share of Class A common stock at $11.50 per share. The purchase of these units is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. ( 2 )The shares and warrants are owned directly by the Sponsor. Shipwright Partners LLC is the managing member of the Sponsor and is controlled by Andrew Townsend. Mr. Townsend disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein. ( 3 )The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. The Class B common stock has no expiration date. ( 4 )Includes up to 562,500 shares of Class B common stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full. ( 5 )Includes 1,500,000 warrants which, prior to the effective date of the registration statement relating to the Issuer's public offering, the Sponsor irrevocably committed to purchase. The purchase of these warrants is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. Also includes 75,000 warrants underlying the units referred to in footnote 1. ( 6 )The warrants will become exercisable on the later of the Issuer's completion of an initial business combination or 12 months after the closing of the Issuer's initial public offering. ( 7 )The warrants will expire five years after the completion of the Issuer's initial business combination.

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).

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