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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 		 
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1. Name and Address of Reporting Person*
Ascendant Sponsor LP
(Last) (First) (Middle)
C/O ASCENDANT DIGITAL ACQUISITION CORP.
667 MADISON AVENUE, 5TH FLOOR
(Street)
NEW YORK NY 10065
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2020 		3. Issuer Name and Ticker or Trading Symbol
Ascendant Digital Acquisition Corp. [ ACND ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President
 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 Ordinary Shares (1) (1) Class A Ordinary Shares 10,170,000 (1) D(2)
1. Name and Address of Reporting Person*
Ascendant Sponsor LP
(Last) (First) (Middle)
C/O ASCENDANT DIGITAL ACQUISITION CORP.
667 MADISON AVENUE, 5TH FLOOR
(Street)
NEW YORK NY 10065
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ascendant Sponsor GP LLC
(Last) (First) (Middle)
C/O ASCENDANT DIGITAL ACQUISITION CORP.
667 MADISON AVENUE, 5TH FLOOR
(Street)
NEW YORK NY 10065
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gomberg David
(Last) (First) (Middle)
C/O ASCENDANT DIGITAL ACQUISITION CORP.
667 MADISON AVENUE, 5TH FLOOR
(Street)
NEW YORK NY 10065
(City) (State) (Zip)
Explanation of Responses:
1. The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-239623) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,350,000 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.
2. Ascendant Sponsor LP is the record holder of the securities reported herein. Ascendant Sponsor GP LLC is the sole general partner of Ascendant Sponsor LP and David Gomberg is the general partner of Ascendant Sponsor GP LLC. Mr. Gomberg has voting and investment discretion with respect to the securities held of record by Ascendant Sponsor LP.
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/ Jordan Leon, Attorney-in-Fact for Ascendant Sponsor LP 07/23/2020
/s/ Jordan Leon, Attorney-in-Fact for Ascendant Sponsor GP LLC 07/23/2020
/s/ Jordan Leon, Attorney-in-Fact for David Gomberg 07/23/2020
** 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,
Sarah Ross, Jordan Leon and Audrey Bae, 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
("EDGAR") 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 Ascendant Digital Acquisition 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: March 3, 2020

                                        ASCENDANT SPONSOR LP

                                        By: /s/ David Gomberg
                                            ------------------------
                                            Name:  David Gomberg
                                            Title: Manager

                                   POWER OF ATTORNEY

        The undersigned constitutes and appoints Joel Rubinstein, Elliott Smith,
Sarah Ross, Jordan Leon and Audrey Bae, 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
("EDGAR") 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 Ascendant Digital Acquisition 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: March 3, 2020

                                        ASCENDANT SPONSOR GP LLC

                                        By: /s/ David Gomberg
                                            ------------------------
                                            Name:  David Gomberg
                                            Title: Member

                                   POWER OF ATTORNEY

        The undersigned constitutes and appoints Joel Rubinstein, Elliott Smith,
Sarah Ross, Jordan Leon and Audrey Bae, 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
("EDGAR") 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 Ascendant Digital Acquisition 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: March 3, 2020

                                        By: /s/ David Gomberg
                                            ----------------------
                                            Name:  David Gomberg

                                                                    Exhibit 99.1

                                Joint Filer Information


Name of Joint Filer:                 Ascendant Sponsor LP

Address of Joint Filer:              c/o Ascendant Digital Acquisition Corp.
                                     667 Madison Avenue, 5th Floor
                                     New York, New York 10065

Relationship of Joint Filer
to Issuer:                           10% Owner, Director

Issuer Name and Ticker or
Trading Symbol:                      Ascendant Digital Acquisition Corp. [ACND]

Date of Event Requiring Statement:
(Month/Day/Year):                    07/23/2020



Name of Joint Filer:                 Ascendant Sponsor GP LLC

Address of Joint Filer:              c/o Ascendant Digital Acquisition Corp.
                                     667 Madison Avenue, 5th Floor
                                     New York, New York 10065

Relationship of Joint Filer
to Issuer:                           10% Owner, Director

Issuer Name and Ticker or
Trading Symbol:                      Ascendant Digital Acquisition Corp. [ACND]

Date of Event Requiring Statement:
(Month/Day/Year):                    07/23/2020



Name of Joint Filer:                 David Gomberg

Address of Joint Filer:              c/o Ascendant Digital Acquisition Corp.
                                     667 Madison Avenue, 5th Floor
                                     New York, New York 10065

Relationship of Joint Filer
to Issuer:                           10% Owner, Director, Officer

Issuer Name and Ticker or
Trading Symbol:                      Ascendant Digital Acquisition Corp. [ACND]

Date of Event Requiring Statement:
(Month/Day/Year):                    07/23/2020