4//SEC Filing
Patterson Michael 4
Accession 0001104659-20-141103
CIK 0001757932other
Filed
Dec 30, 7:00 PM ET
Accepted
Dec 31, 8:17 PM ET
Size
14.1 KB
Accession
0001104659-20-141103
Insider Transaction Report
Form 4
Patterson Michael
Chief Sales Officer10% Owner
Transactions
- Award
Stock Option (right to buy)
2020-12-29+1,343,666→ 1,343,666 totalExercise: $4.09Exp: 2027-08-24→ Common Stock (1,343,666 underlying) - Award
Stock Option (right to buy)
2020-12-29+4,633,979→ 4,633,979 totalExercise: $6.69→ Common Stock (4,633,979 underlying) - Award
Common stock, par value $0.0001 per share ("Common Stock")
2020-12-29+12,628,823→ 12,628,823 total - Award
Stock Option (right to buy)
2020-12-29+268,733→ 268,733 totalExercise: $6.09Exp: 2028-01-11→ Common Stock (268,733 underlying)
Footnotes (7)
- [F1]Received pursuant to the Agreement and Plan of Merger, dated as of October 5, 2020, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of November 18, 2020 (as amended, the "Merger Agreement"), by and among Romeo Power, Inc. (f/k/a RMG Acquisition Corp.) (the "Issuer"), RMG Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Romeo Systems, Inc. ("Legacy Romeo"), pursuant to which Merger Sub merged with and into Legacy Romeo, with Legacy Romeo surviving the merger (the "Merger"). As a result, Legacy Romeo became a wholly-owned subsidiary of the Issuer, with the stockholders of Legacy Romeo becoming stockholders of the Issuer.
- [F2]The number of shares of Common Stock subject to this option that will vest will be an amount corresponding to the average of the closing price per share of Common Stock on the New York Stock Exchange on each of the five trading days immediately following the 180th day following December 29, 2020 (such 180th day, the "Liquidity Date"), which is the date on which the Merger was consummated. If the liquid share price is $6.73-$8.99, then the cumulative number of shares that will vest is 112,133. If the liquid share price is $9.00-$12.00, then the cumulative number of shares that will vest is 224,267. If the liquid share price is $12.01-$15.00, then the cumulative number of shares that will vest is 392,466. If the liquid share price is $15.01, then the cumulative number of shares that will vest is 560,666. Any shares subject to the option granted to Mr. Patterson that do not vest based on the liquid share price targets aforementioned will be forfeited.
- [F3]The expiration date is the earlier of (i) August 12, 2023 or (ii) five (5) business days following the Liquidity Date.
- [F4]This option is fully vested and exercisable. This option was received in the Merger in exchange for an option to purchase 11,038,084 shares of Class A common stock of Legacy Romeo.
- [F5]261,268 shares of this option have vested and are exercisable. This option was received in the Merger in exchange for an option to purchase 2,207,617 shares of Class A common stock of Legacy Romeo.
- [F6]Half of these options vest on the first year anniversary of the grant date, and 1/12th of the remaining half of the options vest monthly thereafter.
- [F7]One-third of these options vest on the first year anniversary of the grant date, and 1/36th of these options vest monthly thereafter.
Documents
Issuer
Romeo Power, Inc.
CIK 0001757932
Entity typeother
Related Parties
1- filerCIK 0001835181
Filing Metadata
- Form type
- 4
- Filed
- Dec 30, 7:00 PM ET
- Accepted
- Dec 31, 8:17 PM ET
- Size
- 14.1 KB