Sec Form 3 Filing - Europe Acquisition Holdings Ltd @ Investcorp Europe Acquisition Corp I - 2021-12-14

Insider filing report for Changes in Beneficial Ownership
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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
Europe Acquisition Holdings Ltd
2. Issuer Name and Ticker or Trading Symbol
Investcorp Europe Acquisition Corp I [ IVCB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
CENTURY YARD, CRICKET SQUARE, ELGIN AVENUE, PO BOX 1111
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2021
(Street)
GRAND CAYMAN, E9KY1-1102
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
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 ordinary shares ( 1 ) ( 1 ) ( 1 ) Class A ordinary shares 7,079,500( 2 ) D( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Europe Acquisition Holdings Ltd
CENTURY YARD, CRICKET SQUARE
ELGIN AVENUE, PO BOX 1111
GRAND CAYMAN, E9KY1-1102
X
Investcorp Investment Holdings Ltd
CENTURY YARD, CRICKET SQUARE
ELGIN AVENUE, PO BOX 1111
GRAND CAYMAN, E9KY1-1102
X
Investcorp S.A.
CENTURY YARD, CRICKET SQUARE
ELGIN AVENUE, PO BOX 1111
GRAND CAYMAN, E9KY1-1102
X
SIPCO HOLDINGS LTD
CENTURY YARD, CRICKET SQUARE
ELGIN AVENUE, PO BOX 1111
GRAND CAYMAN, E9KY1-1102
X
Signatures
Europe Acquisition Holdings Limited, By: Ayman Al-Arrayed, its director /s/ Ayman Al-Arrayed 12/15/2021
Signature of Reporting Person Date
Investcorp Investment Holdings Limited, By: Craig Sinfield-Hain, its director /s/ Craig Sinfield-Hain 12/15/2021
Signature of Reporting Person Date
Investcorp S.A., By: Jan Erik Back, its director /s/ Jan Erik Back 12/15/2021
Signature of Reporting Person Date
SIPCO Holdings Limited, By: Jan Erik Back, its director /s/ Jan Erik Back 12/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis in accordance with the promote schedule as described in the Issuer's registration statement on Form S-1 (File No. 333-261301), subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
( 2 )The Class B ordinary shares reported on this Form 3 include up to 909,375 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option as described in the Issuer's registration statement on Form S-1 (File No. 333-261301).
( 3 )Investcorp Investment Holdings Limited ("IIHL") is the sole member of the Reporting Person. IIHL is 100% owned by Investcorp S.A. ("ISA"), which is 100% owned by Investcorp Holdings Limited ("IHL"). SIPCO Holdings Limited ("SIPCO") may be deemed to control IHL through its ownership of a majority of the stock of a company that indirectly owns a majority of IHL. As such, IIHL, ISA, IHL and SIPCO may be deemed to have beneficial ownership over the number of Class B ordinary shares held directly by the Reporting Person. Each of the Reporting Person, IIHL, ISA, IHL and SIPCO disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein.

Remarks:
At the current time, IHL does not have the necessary SEC filing codes. IHL is currently obtaining the necessary SEC filing codes and upon receipt will file an amended Form.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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