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*
CARPENTER MICHAEL A

(Last) (First) (Middle)
1 CIRCLE STAR WAY

(Street)
SAN CARLOS CA 94070

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/08/2021
3. Issuer Name and Ticker or Trading Symbol
SVF Investment Corp. 3 [ SVFC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
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: 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 50,000(1) (1) D
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333- 252788) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer 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 for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney
/s/ Mariko Tran as attorney-in-fact for Michael Carpenter 03/08/2021
** 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

    KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes
and appoints Mariko Tran, signing singly and with full power of substitution
or revocation, the undersigned's true and lawful attorneys-in-fact, with full
power and authority as hereinafter described on behalf of and in the name, place
and stead of the undersigned to:

    (i)   execute for and on behalf of the undersigned, in the undersigned's
          capacity as a director, director nominee, officer or beneficial owner
          of ordinary shares of SVF Investment Corp. 3, a Cayman Islands
          exempted company (the "Company"), any Schedule 13D or Schedule 13G,
          and any amendments, supplements or exhibits thereto (including any
          joint filing agreements) required to be filed by the undersigned under
          Section 13 of the Securities Exchange Act of 1934, as amended, and the
          rules promulgated thereunder (the "Exchange Act"), and any Forms 3, 4,
          and 5 and any amendments, supplements or exhibits thereto required to
          be filed by the undersigned under Section 16(a) of the Exchange Act;

    (ii)  do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          schedules or forms and timely file such forms with the United States
          Securities and Exchange Commission and any applicable stock exchange;
          and

    (iii) take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorneys-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorneys-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorneys-in-fact may approve in such attorneys-in-
          fact's discretion.

    The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 and/or Section 16 of
the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

                                   *  *  *  *  *

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of March, 2021.

                                        By:  /s/ Michael Carpenter
                                             -----------------------------------
                                             Michael Carpenter