Golden Falcon Sponsor Group, LLC Form 3/A Filed 2021-03-15

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Golden Falcon Sponsor Group, LLC

2. Date of Event Requiring Statement (Month/Day/Year)

12/17/2020

3. Issuer Name and Ticker or Trading Symbol

Golden Falcon Acquisition Corp. [GFX]

(Last)

(First)

(Middle)

C/O GOLDEN FALCON ACQUISITION CORP., 850 LIBRARY AVENUE, SUITE 204

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 Original Filed (Month/Day/Year)

12/17/2020

(Street)

NEWARK, DE 19711

(City)

(State)

(Zip)

6. Individual or Joint/Group Filing

(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ 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 of Derivative Security: 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	8,445,000⁽²⁾⁽³⁾	⁽¹⁾	D

Explanation of Responses:

1.	The shares of Class B common stock have no expiration date and will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-251058).
2.	The shares are held directly by Golden Falcon Sponsor Group, LLC (the "Sponsor"). The Sponsor is managed by Makram Azar and Scott Freidheim. Accordingly, Mr. Azar and Mr. Freidheim share voting and dispositive power over the shares held by the Sponsor and may be deemed to beneficially own such shares. Each of Mr. Azar and Mr. Freidheim disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
3.	This amendment is being filed to report beneficial ownership of the shares and to reflect the inclusion of additional shares of Class B common stock that were received by the Reporting Person as a dividend paid by the Issuer on December 17, 2020, which are convertible into shares of Class A common stock as described above.

	Signatures
	/s/ Tricia Branker, Attorney-in-Fact	03/15/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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