View:
Download DOC
Download PDF
Download XLS
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
HEC Sponsor LLC
(Last) (First) (Middle)
C/O HUDSON EXECUTIVE INVESTMENT CORP.
570 LEXINGTON AVENUE, 35TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/08/2020 		3. Issuer Name and Ticker or Trading Symbol
Hudson Executive Investment Corp. [ HEC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) (1) Class A Common Stock 8,575,000 (1) D(2)
1. Name and Address of Reporting Person*
HEC Sponsor LLC
(Last) (First) (Middle)
C/O HUDSON EXECUTIVE INVESTMENT CORP.
570 LEXINGTON AVENUE, 35TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bergeron Douglas
(Last) (First) (Middle)
C/O HUDSON EXECUTIVE INVESTMENT CORP.
570 LEXINGTON AVENUE, 35TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Braunstein Douglas L
(Last) (First) (Middle)
C/O HUDSON EXECUTIVE INVESTMENT CORP.
570 LEXINGTON AVENUE, 35TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Explanation of Responses:
1. The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-238583) (the "Registration Statement") and have no expiration date. The shares of Class B common stock beneficially owned by the Reporting Persons include up to 1,125,000 shares of Class B common stock 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.
2. HEC Sponsor LLC is the record holder of the securities reported herein. Douglas G. Bergeron and Douglas L. Braunstein are among the managers of HEC Sponsor LLC and share voting and investment discretion with respect to the securities held of record by HEC Sponsor LLC. Mr. Braunstein and Mr. Bergeron disclaim any beneficial ownership of the securities held by HEC Sponsor LLC other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney.
/s/ Roman Ibragimov, Attorney-in-Fact for HEC Sponsor LLC 06/08/2020
/s/ Roman Ibragimov, Attorney-in-Fact for Douglas G. Bergeron 06/08/2020
/s/ Roman Ibragimov, Attorney-in-Fact for Douglas L. Braunstein 06/08/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

     The undersigned constitutes and appoints Joel Rubinstein, Elliott Smith,
Daniel Nussen, Adam Berkaw, Roman Ibragimov and Veronique Laverdure, or any of
them acting singly, as the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, to:

     1.  prepare, sign, and submit to the Securities and Exchange Commission
(the "SEC") on its Electronic Data Gathering, Analysis, and Retrieval Filer
Management website a Form ID application, including any amendments and exhibits
thereto, and any other related documents as may be necessary or appropriate, to
obtain from the SEC access codes to permit filing on the SEC's EDGAR system,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each act and thing requisite and necessary to be
done as required by any rule or regulation of the SEC and the EDGAR Filer Manual
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof;
and

     2.  sign any and all SEC statements of beneficial ownership of securities
of Hudson Executive Investment Corp. (the "Company") on Schedule 13D as required
under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the
Securities Exchange Act of 1934, as amended, and any amendments thereto, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the SEC, the Company and any stock exchange on which any of the
Company's securities are listed, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each act
and thing requisite and necessary to be done under said Section 13 and Section
16(a), as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each of them, may lawfully do or cause to be done by virtue
hereof.

     A copy of this power of attorney shall be filed with the SEC.  The
authorization set forth above shall continue in full force and effect until the
undersigned revokes such authorization by written instructions to the attorneys-
in-fact.

     The authority granted hereby shall in no event be deemed to impose or
create any duty on behalf of the attorneys-in-fact with respect to the
undersigned's obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5
with the SEC.


Dated: June 3, 2020
                                         HEC SPONSOR LLC


                                    By: /s/ Douglas L. Braunstein
                                       ------------------------------------
                                       Name:  Douglas L. Braunstein
                                       Title: Manager

                               POWER OF ATTORNEY

     The undersigned constitutes and appoints Joel Rubinstein, Elliott Smith,
Daniel Nussen, Adam Berkaw, Roman Ibragimov and Veronique Laverdure, or any of
them acting singly, as the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, to:

     1.  prepare, sign, and submit to the Securities and Exchange Commission
(the "SEC") on its Electronic Data Gathering, Analysis, and Retrieval Filer
Management website a Form ID application, including any amendments and exhibits
thereto, and any other related documents as may be necessary or appropriate, to
obtain from the SEC access codes to permit filing on the SEC's EDGAR system,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each act and thing requisite and necessary to be
done as required by any rule or regulation of the SEC and the EDGAR Filer Manual
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof;
and

     2.  sign any and all SEC statements of beneficial ownership of securities
of Hudson Executive Investment Corp. (the "Company") on Schedule 13D as required
under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the
Securities Exchange Act of 1934, as amended, and any amendments thereto, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the SEC, the Company and any stock exchange on which any of the
Company's securities are listed, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each act
and thing requisite and necessary to be done under said Section 13 and Section
16(a), as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each of them, may lawfully do or cause to be done by virtue
hereof.

     A copy of this power of attorney shall be filed with the SEC.  The
authorization set forth above shall continue in full force and effect until the
undersigned revokes such authorization by written instructions to the attorneys-
in-fact.

     The authority granted hereby shall in no event be deemed to impose or
create any duty on behalf of the attorneys-in-fact with respect to the
undersigned's obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5
with the SEC.


Dated: June 3, 2020

                                        /s/ Douglas G. Bergeron
                                        ---------------------------
                                        Douglas G. Bergeron

                               POWER OF ATTORNEY

     The undersigned constitutes and appoints Joel Rubinstein, Elliott Smith,
Daniel Nussen, Adam Berkaw, Roman Ibragimov and Veronique Laverdure, or any of
them acting singly, as the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, to:

     1.  prepare, sign, and submit to the Securities and Exchange Commission
(the "SEC") on its Electronic Data Gathering, Analysis, and Retrieval Filer
Management website a Form ID application, including any amendments and exhibits
thereto, and any other related documents as may be necessary or appropriate, to
obtain from the SEC access codes to permit filing on the SEC's EDGAR system,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each act and thing requisite and necessary to be
done as required by any rule or regulation of the SEC and the EDGAR Filer Manual
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof;
and

     2.  sign any and all SEC statements of beneficial ownership of securities
of Hudson Executive Investment Corp. (the "Company") on Schedule 13D as required
under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the
Securities Exchange Act of 1934, as amended, and any amendments thereto, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the SEC, the Company and any stock exchange on which any of the
Company's securities are listed, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each act
and thing requisite and necessary to be done under said Section 13 and Section
16(a), as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each of them, may lawfully do or cause to be done by virtue
hereof.

     A copy of this power of attorney shall be filed with the SEC.  The
authorization set forth above shall continue in full force and effect until the
undersigned revokes such authorization by written instructions to the attorneys-
in-fact.

     The authority granted hereby shall in no event be deemed to impose or
create any duty on behalf of the attorneys-in-fact with respect to the
undersigned's obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5
with the SEC.


Dated: June 3, 2020
                                        /s/ Douglas L. Braunstein
                                        ------------------------------
                                        Douglas L. Braunstein

                                                                    Exhibit 99.1

                   Joint Filer Information

Name of Joint Filer:                     HEC Sponsor LLC


Address of Joint Filer:                  c/o Hudson Executive Investment Corp.
                                         570 Lexington Avenue, 35th Floor
                                         New York, New York 10022


Relationship of Joint Filer to Issuer:   10% Owner


Issuer Name and Ticker
or Trading Symbol:                       Hudson Executive Investment Corp. [HEC]

Date of Event Requiring Statement:
(Month/Day/Year):                        06/08/2020






Name of Joint Filer:                     Douglas G. Bergeron


Address of Joint Filer:                  c/o Hudson Executive Investment Corp.
                                         570 Lexington Avenue, 35th Floor
                                         New York, New York 10022


Relationship of Joint Filer to Issuer:   Chief Executive Officer and Director


Issuer Name and Ticker
or Trading Symbol:                       Hudson Executive Investment Corp. [HEC]


Date of Event Requiring Statement:
(Month/Day/Year):                        06/08/2020








Name of Joint Filer:                     Douglas L. Braunstein


Address of Joint Filer:                  c/o Hudson Executive Investment Corp.
                                         570 Lexington Avenue, 35th Floor
                                         New York, New York 10022


Relationship of Joint Filer to Issuer:   President, Chairman and Director


Issuer Name and Ticker
or Trading Symbol:                       Hudson Executive Investment Corp. [HEC]


Date of Event Requiring Statement:
(Month/Day/Year):                        06/08/2020