G3 VRM Holdings LLC - Jun 30, 2021 Form 3 Insider Report for G3 VRM Acquisition Corp. (GGGV)

Role: 10%+ Owner
Signature: /s/ Matthew Konkle, Chief Executive Officer of G3 VRM Holdings LLC
Stock symbol: GGGV
Transactions as of: Jun 30, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/30/2021, 06:22 PM
Next filing: Jul 8, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	GGGV	Class B Common Stock, par value $0.0001 per share							Jun 30, 2021	Class A Common Stock, par value $0.0001 per share	2.67M		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the Issuer's registration statement on Form S-1 (File No. 333-255226) under the heading "Description of Securities--Founder Shares and Private Placement Shares", 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, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
F2	Includes up to 375,000 shares of Class B common stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option in full or in part.
F3	All of the reported shares are held directly by G3 VRM Holdings LLC ("Sponsor"). The members of G3 VRM Holdings LLC are CISCAP 4, LLC, a Delaware limited liability company, and VerifyMe, Inc., a Nevada corporation. Matthew Konkle is the Chief Executive Officer of G3 VRM Holdings LLC. Accordingly, CISCAP 4, VRME and Mr. Konkle have shared voting and investment discretion with respect to the shares held by G3 VRM Holdings LLC, and as such, each of them may be deemed to have beneficial ownership of the Class B common stock held directly by G3 VRM Holdings LLC. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Under this rule, no individual manager or member of Sponsor exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them is deemed to have or share beneficial ownership of such securities.