Peter Graham - Oct 20, 2021 Form 3 Insider Report for Thrive Acquisition Corp (THAC)

Role: Director, 10%+ Owner
Signature: /s/ Benjamin Kao as attorney in fact for Peter Graham
Stock symbol: THAC
Transactions as of: Oct 20, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/20/2021, 09:36 PM
Next filing: Jan 3, 2022

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	THAC	Class B ordinary shares							Oct 20, 2021	Class A ordinary shares	799K		See footnote	F1, F2

* 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. 333-259418) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer (a) at any time and from time to time at the option of the holders thereof, or (b) automatically at the time of the issuer's initial business combination transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Person includes up to 109,504 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the registration statement.
F2	Reflects Class B Ordinary Shares held by GR Sleep LLC ("GR Sleep"). Mr. Graham may be deemed to beneficially own the reported shares held by GR Sleep, which is an entity controlled by Mr. Graham. Mr. Graham disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

Content

As described in the issuer's registration statement on Form S-1 (File No. 333-259418) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001, will automatically convert into Class A ordinary shares, par value $0.0001, of the issuer (a) at any time and from time to time at the option of the holders thereof, or (b) automatically at the time of the issuer's initial business combination transaction on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Person includes up to 109,504 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the registration statement.

Reflects Class B Ordinary Shares held by GR Sleep LLC ("GR Sleep"). Mr. Graham may be deemed to beneficially own the reported shares held by GR Sleep, which is an entity controlled by Mr. Graham. Mr. Graham disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney Exhibit 99.1- Joint Approval