Marblegate Acquisition LLC - Sep 30, 2021 Form 3 Insider Report for Marblegate Acquisition Corp. (GATE)

Role: 10%+ Owner
Signature: Marblegate Acquisition LLC, By: /s /Andrew Milgram, Managing Partner of Marblegate Asset Management, LLC, the Managing Member of Marblegate Acquisition LLC
Stock symbol: GATE
Transactions as of: Sep 30, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/30/2021, 08:00 PM
Next filing: Oct 7, 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	GATE	Class B Common Stock							Sep 30, 2021	Class A Common Stock	11.8M		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 registrant's registration statement on Form S-1 (File No. 333-259422) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
F2	These shares represent the Class B common stock held by Marblegate Acquisition LLC (the "Sponsor") acquired pursuant to a subscription agreement dated as of January 15, 2021 by and between the Sponsor and the registrant. These shares include an aggregate of 1,507,500 shares that are subject to forfeiture to the extent that the underwriter's do not exercise their over-allotment option in connection with the registrant's initial public offering in full. Marblegate Asset Management, LLC ("MAM") is the managing member of the Sponsor and each of Andrew Milgram and Paul Arrouet are managing partners of MAM.
F3	Messrs. Milgram and Arrouet may be deemed to have shared beneficial ownership of the shares held by the Sponsor by virtue of their control over the Sponsor, as managing partners of the Sponsor's managing member. Messrs. Milgram and Arrouet each disclaims beneficial ownership of the common stock held by the Sponsor other than to the extent of his pecuniary interest in such shares.