ShoulderUP Technology Sponsor, LLC - Nov 19, 2021 Form 4 Insider Report for ShoulderUP Technology Acquisition Corp. (SUAC)

Role: 10%+ Owner
Signature: By: /s/ Phyllis W. Newhouse, as the Managing Member of ShoulderUp Technology Sponsor LLC
Stock symbol: SUAC
Transactions as of: Nov 19, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/23/2021, 08:16 PM
Previous filing: Nov 23, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SUAC	Class A Common Stock	Purchase		+13.5M			13.5M	Nov 19, 2021	Direct	F1, F2

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	SUAC	Class B Common Stock						10.5M	Nov 19, 2021	Class A Common Stock	10.5M		Direct	F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	Consists of 13,500,000 units of the issuer, purchased by ShoulderUp Technology Sponsor LLC (the "Sponsor") in a private placement transaction for $10.00 per unit. Each such unit consists of one share of Class A common stock and one-half of one redeemable warrant.
F2	The Sponsor is the record holder of the shares reported herein. Phyllis Newhouse is the managing member of the Sponsor and may be deemed to have or share the beneficial ownership of the securities held by the Sponsor. Ms. Newhouse is also a director of and the Chief Executive Officer of the issuer. Ms. Newhouse disclaims beneficial ownership over any securities except to the extent of her pecuniary interest therein.
F3	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 as described under the heading "Description of Securities - Founder Shares and Private Placement Shares" in the issuer's registration statement on Form S-1, as amended (File No. 333-260503), on a one-for-one basis, subject to adjustment for stock splits, stock capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights. The shares of Class B common stock have no expiration date.
F4	On November 19, 2021, the issuer effected a 1.0627119 for 1 stock split of the Class B common stock, which resulted in a change from 9,833,333 shares to 10,450,000 shares of Class B common stock as of such date.