Justin Mirro - Aug 12, 2021 Form 3 Insider Report for Kensington Capital Acquisition Corp. V (KCGI)

Signature
/s/ Justin Mirro
Stock symbol
KCGI
Transactions as of
Aug 12, 2021
Transactions value $
$0
Form type
3
Date filed
8/12/2021, 09:11 PM
Previous filing
Aug 3, 2021
Next filing
Sep 9, 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 KCGI Class B Ordinary Shares Aug 12, 2021 Class A Ordinary Shares 6.9M See Footnote 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. 333-257993) under the heading "Description of Securities-Founder Shares", the issuer's Class B ordinary shares, par value $0.0001 per share, will automatically convert into the issuer's Class A ordinary shares, par value $0.0001 per share, at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2 These shares represent Class B ordinary shares held by Kensington Capital Sponsor V LLC (the "Sponsor") that were acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B ordinary shares owned by the Sponsor include up to 900,000 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.
F3 As a managing member of the managing member of the Sponsor, the reporting person may be deemed to share beneficial ownership of the Class B ordinary shares held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Chairman and Chief Executive Officer. Exhibit 24 Power of Attorney.