| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Marblegate Capital Corp [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/07/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/07/2025 | A | 450 | A(1) | (1) | 450 | D | |||
| Common Stock | 04/07/2025 | A | 5,289,072 | A(2)(3) | (2)(3) | 5,289,072 | I | See footnotes(2)(3) | ||
| Common Stock | 04/07/2025 | A | 9,678,578 | A(4) | (4) | 9,678,578 | I | See footnotes(4) | ||
| Common Stock | 04/07/2025 | A | 13,793,655 | A(5) | (5) | 13,793,655 | I | See footnotes(5) | ||
| Common Stock | 04/07/2025 | A | 8,660,253 | A(6) | (6) | 8,660,253 | I | See footnotes(6) | ||
| Common Stock | 04/07/2025 | A | 9,580,621 | A(7) | (7) | 9,580,621 | I | See footnotes(7) | ||
| Common Stock | 04/07/2025 | A | 17,293,702 | A(8) | (8) | 17,293,702 | I | See footnotes(8) | ||
| Common Stock | 04/07/2025 | A | 1,317,244 | A(9) | (9) | 1,317,244 | I | See footnotes(9) | ||
| Common Stock | 04/07/2025 | A | 2,630,411 | A(10) | (10) | 2,630,411 | I | See footnotes(10) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents shares of Class A common stock of Marblegate Acquisition Corp. ("MAC") transferred by Marblegate Acquisition LLC (the "Sponsor") before the closing of the business combination ("Business Combination") contemplated by that certain Business Combination Agreement, dated as of February 14, 2023, by and among MAC, Marblegate Asset Management, LLC, Marblegate Capital Corporation (the "Company"), MAC Merger Sub, Inc., DePalma Acquisition I LLC, and DePalma Acquisition II LLC, that were converted into the Company's common stock in connection with the closing of the Business Combination. Mr. Milgram is the record holder of such shares. These securities are owned solely by Mr. Milgram and, as such, Mr. Milgram will be deemed to exercise voting and investment power over such securities. |
| 2. Represents shares of the Company's common stock issued on the closing date of the Business Combination. Includes 1,459,603 and 3,829,469 shares of Class A common stock of MAC and Class B common stock of MAC, respectively, that were converted into shares of the Company's common stock as consideration for the Business Combination. The Sponsor is the record holder of such shares. Marblegate Asset Management, LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to beneficially own such shares. |
| 3. (Continued from footnote 2) Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate IM Holdings, LLC, the managing member of Marblegate Asset Management, LLC, may be deemed to exercise voting and investment power over the securities held by the Sponsor and therefore may be deemed to beneficially own such securities. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| 4. Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Special Opportunities Master Fund, L.P ("MSOMF") is the record holder of such shares. Marblegate Special Opportunities GP, LLC ("Marblegate GP") is the General Partner of MSOMF. Marblegate Holdings, LLC ("Marblegate Holdings") is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and Marblegate Asset Management. LLC ("MAM"), the investment manager of MSOMF, may be deemed to exercise voting and investment power over the securities held by MSOMF and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly. |
| 5. Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Strategic Opportunities Master Fund I, L.P is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Strategic Opportunities Master Fund I, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and MAM, the investment manager of Strategic Opportunities Master Fund I, L.P., may be deemed to exercise voting and investment power over the securities held by Marblegate Strategic Opportunities Master Fund I, L.P and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly. |
| 6. Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Tactical III Master Fund I L.P. is the record holder of such shares. Marblegate Tactical III GP, LLC ("Tactical III GP") is the General Partner of Marblegate Tactical Master Fund I, L.P. Marblegate Holdings is the Managing Member of Tactical III GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Tactical III Master Fund I L.P., may be deemed to exercise voting and investment power over the securities held by Marblegate Tactical III Master Fund I, L.P and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly. |
| 7. Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Cobblestone Master Fund I, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Cobblestone Master Fund I, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Cobblestone Master Fund I, L.P. may be deemed to exercise voting and investment power over the securities held by Marblegate Cobblestone Master Fund I, L.P. and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly. |
| 8. Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Tactical III Master Fund II, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Tactical III Master Fund II, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Tactical III Master Fund II, L.P., may be deemed to exercise voting and investment power over such securities and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly. |
| 9. Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Partners Master Fund I, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Partners Master Fund I, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Partners Master Fund I, L.P., may be deemed to exercise voting and investment power over such securities and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly. |
| 10. Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Partners Master Fund II, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Partners Master Fund II, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Partners Master Fund II, L.P., may be deemed to exercise voting and investment power over such securities and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly. |
| /s/ Andrew Milgram | 04/08/2025 | |
| MARBLEGATE SPECIAL OPPORTUNITIES MASTER FUND, L.P., By: MARBLEGATE SPECIAL OPPORTUNITIES GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram | 04/08/2025 | |
| MARBLEGATE STRATEGIC OPPORTUNITIES MASTER FUND I, L.P., By: MARBLEGATE SPECIAL OPPORTUNITIES GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram | 04/08/2025 | |
| MARBLEGATE TACTICAL III MASTER FUND I, L.P., By: MARBLEGATE TACTICAL III GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram | 04/08/2025 | |
| MARBLEGATE COBBLESTONE MASTER FUND I , L.P., By: MARBLEGATE SPECIAL OPPORTUNITIES GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram | 04/08/2025 | |
| MARBLEGATE TACTICAL III MASTER FUND II , L.P., By: MARBLEGATE SPECIAL OPPORTUNITIES GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram | 04/08/2025 | |
| MARBLEGATE ACQUISITION LLC, By: Marblegate Asset Management, LLC, as its Managing Member, By: Marblegate IM Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram | 04/08/2025 | |
| MARBLEGATE PARTNERS MASTER FUND I, L.P., By: MARBLEGATE PARTNERS I GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram | 04/08/2025 | |
| MARBLEGATE PARTNERS MASTER FUND II, L.P., By: MARBLEGATE PARTNERS I GP, LLC, its General Partner, By: Marblegate Holdings, LLC, its Managing Member, By: /s/ Andrew Milgram, its Managing Partner, Name: Andrew Milgram | 04/08/2025 | |
| ** 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 4 (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. | ||