UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF
1934
(Amendment No. )*
VENTOUX CCM ACQUISITION CORP.
(Name of Issuer)
Common
Stock, $0.0001 par value
(Title of Class of Securities)
92280L101
(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).
(Continued on following page(s))
Page 1 of 8 Pages
| CUSIP No. 92280L101 | 13G | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Edward Scheetz |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ |
| 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
2,728,875(1) | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,728,875(1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,728,875(1) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| (1) | Includes shares beneficially owned by Ventoux Acquisition Holdings LLC (“VAH”). |
| CUSIP No. 92280L101 | 13G | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Matthew MacDonald |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ |
| 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
2,728,875(1) | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,728,875(1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,728,875(1) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| (1) | Includes shares beneficially owned by VAH. |
| CUSIP No. 92280L101 | 13G | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Ventoux Acquisition Holdings LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☒ |
| 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
2,728,875 |
| 6 |
SHARED VOTING POWER
| |
| 7 |
SOLE DISPOSITIVE POWER
2,728,875 | |
| 8 |
SHARED DISPOSITIVE POWER
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,728,875 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| CUSIP No. 92280L101 | 13G | Page 5 of 8 Pages |
Item 1.
| (a) | Name of Issuer: Ventoux CCM Acquisition Corp. |
| (b) | Address of Issuer's Principal Executive Offices: |
1 East Putnam Avenue, Floor 4, Greenwich, CT 06830
Item 2.
| (a) | Name of Person Filing: |
(i) Edward Scheetz
(ii) Matthew MacDonald
(iii) Ventoux Acquisition Holdings LLC
| (b) | Address of Principal Business Office or if none, Residence: |
c/o Ventoux CCM Acquisition Corp.
1 East Putnam Avenue, Floor 4
Greenwich, CT 06830
(c) Citizenship:
(i) Edward Scheetz United States
(ii) Matthew MacDonald United States
(iii) Ventoux Acquisition Holdings LLC Delaware
| (d) | Title of Class of Securities: Common Stock, $0.0001 par value |
| (e) | CUSIP Number: 92280L101 |
| Item 3. | Not Applicable |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: |
(i) Edward Scheetz 2,728,875 shares. Consists of shares owned by Ventoux Acquisition Holdings LLC.
(ii) Matthew MacDonald 2,728,875 shares. Consists of shares owned by Ventoux Acquisition Holdings LLC.
(iii) Ventoux Acquisition Holdings LLC 2,728,875 shares
| (b) | Percent of Class: |
(i) Edward Scheetz 12.7%
(ii) Matthew MacDonald 12.7%
(iii) Ventoux Acquisition Holdings LLC 12.7%
The foregoing percentages are based on 21,562,500 shares of common stock outstanding as of December 31, 2020.
| CUSIP No. 92280L101 | 13G | Page 6 of 8 Pages |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
(1) Edward Scheetz 0
(2) Matthew MacDonald 0
(3) Ventoux Acquisition Holdings LLC 2,728,875
| (ii) | shared power to vote or to direct the vote: |
(1) Edward Scheetz 2,728,875
(2) Matthew MacDonald 2,728,875
(3) Ventoux Acquisition Holdings LLC 0
| (iii) | sole power to dispose or to direct the disposition of: |
(1) Edward Scheetz 0
(2) Matthew MacDonald 0
(3) Ventoux Acquisition Holdings LLC 2,728,875
| (iv) | shared power to dispose or to direct the disposition of: |
(1) Edward Scheetz 2,728,875
(2) Matthew MacDonald 2,728,875
(3) Ventoux Acquisition Holdings LLC 0
| 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 |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: 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. | Certifications: Not Applicable |
| CUSIP No. 92280L101 | 13G | Page 7 of 8 Pages |
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.
February 11, 2021
| /s/ Edward Scheetz | ||
| Edward Scheetz | ||
| /s/ Matthew MacDonald | ||
| Matthew MacDonald | ||
| VENTOUX ACQUISITION HOLDINGS LLC | ||
| By: | /s/ Edward Scheetz | |
| Name: | Edward Scheetz | |
| Title: | Managing Member | |
| By: | /s/ Matthew MacDonald | |
| Name: | Matthew MacDonald | |
| Title: | Managing Member | |
| CUSIP No. 92280L101 | 13G | Page 8 of 8 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.0001 par value, of Ventoux CCM Acquisition Corp., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of February 11, 2021.
| /s/ Edward Scheetz | ||
| Edward Scheetz | ||
| /s/ Matthew MacDonald | ||
| Matthew MacDonald | ||
| VENTOUX ACQUISITION HOLDINGS LLC | ||
| By: | /s/ Edward Scheetz | |
| Name: | Edward Scheetz | |
| Title: | Managing Member | |
| By: | /s/ Matthew MacDonald | |
| Name: | Matthew MacDonald | |
| Title: | Managing Member | |