United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.)*
East Resources Acquisition Company
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
274681105
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 274681105 | Schedule 13G | Page 1 of 9 |
| 1 |
Names of Reporting Persons
Terrence M. Pegula | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
8,615,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
8,615,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,615,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
20.0% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 274681105 | Schedule 13G | Page 2 of 9 |
| 1 |
Names of Reporting Persons
Kim S. Pegula | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
8,615,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
8,615,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,615,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
20.0% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 274681105 | Schedule 13G | Page 3 of 9 |
| 1 |
Names of Reporting Persons
East Asset Management, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
8,615,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
8,615,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,615,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
20.0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 274681105 | Schedule 13G | Page 4 of 9 |
| 1 |
Names of Reporting Persons
East Sponsor, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
8,615,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
8,615,000 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,615,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
20.0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 274681105 | Schedule 13G | Page 5 of 9 |
| ITEM 1. | (a) Name of Issuer: |
East Resources Acquisition Company (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
7777 NW Beacon Square Boulevard, Boca Raton, Florida 33487.
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Terrence M. Pegula
Kim S. Pegula
East Asset Management, LLC
East Sponsor, LLC
| (b) | Address or Principal Business Office: |
The principal business address of the Reporting Persons is c/o East Resources Acquisition Company, 7777 NW Beacon Square Boulevard, Boca Raton, Florida 33487.
| (c) | Citizenship of each Reporting Person is: |
Terrence M. Pegula and Kim S. Pegula are each citizens of the United States. East Asset Management, LLC and East Sponsor, LLC are each organized under the laws of the state of Delaware.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).
| (e) | CUSIP Number: |
274681105
| CUSIP No. 274681105 | Schedule 13G | Page 6 of 9 |
| ITEM 3. |
|
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of the shares of Class A Common Stock as of December 31, 2020, based upon 34,500,000 shares of Class A Common Stock outstanding as of November 16, 2020 based on the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2020. The ownership information assumes the conversion of the Class B common stock, par value $0.0001 per share (“Class B Common Stock”) of the Issuer held by the Reporting Persons into shares of Class A Common Stock of the Issuer on a one-to-one basis.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Terrence M. Pegula |
8,615,000 | 20.0 | % | 0 | 8,615,000 | 0 | 8,615,000 | |||||||||||||||||
| Kim S. Pegula |
8,615,000 | 20.0 | % | 0 | 8,615,000 | 0 | 8,615,000 | |||||||||||||||||
| East Asset Management, LLC |
8,615,000 | 20.0 | % | 0 | 8,615,000 | 0 | 8,615,000 | |||||||||||||||||
| East Sponsor, LLC |
8,615,000 | 20.0 | % | 0 | 8,615,000 | 0 | 8,615,000 | |||||||||||||||||
East Sponsor, LLC is the record holder of the 8,615,000 shares of Class B Common Stock, which is convertible into an equal number of shares of Class A Common Stock at any time at the option of East Sponsor, LLC. East Asset Management, LLC is the managing member of East Sponsor, LLC, and Terrence M. Pegula and Kim S. Pegula are the managing members of East Asset Management, LLC. As such, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the Class A Common Stock beneficially owned by East Sponsor, LLC.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| CUSIP No. 274681105 | Schedule 13G | Page 7 of 9 |
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 274681105 | Schedule 13G | Page 8 of 9 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 10, 2021
| Terrence M. Pegula | ||
| /s/ Terrence M. Pegula | ||
| Kim S. Pegula | ||
| /s/ Kim S. Pegula | ||
| East Asset Management, LLC | ||
| By: | /s/ Terrence M. Pegula | |
| Name: | Terrence M. Pegula | |
| Title: | Managing Member | |
| East Sponsor, LLC | ||
| By: East Asset Management, LLC, its managing member | ||
| By: | /s/ Terrence M. Pegula | |
| Name: | Terrence M. Pegula | |
| Title: | Managing Member | |
| CUSIP No. 274681105 | Schedule 13G | Page 9 of 9 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement. | |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 10th day of February, 2021.
| Terrence M. Pegula | ||
| /s/ Terrence M. Pegula | ||
| Kim S. Pegula | ||
| /s/ Kim S. Pegula | ||
| East Asset Management, LLC | ||
| By: | /s/ Terrence M. Pegula | |
| Name: | Terrence M. Pegula | |
| Title: | Managing Member | |
| East Sponsor, LLC | ||
| By: East Asset Management, LLC, its managing member | ||
| By: | /s/ Terrence M. Pegula | |
| Name: | Terrence M. Pegula | |
| Title: | Managing Member | |