4/A//SEC Filing
Patterson Michael 4/A
Accession 0001104659-21-005328
CIK 0001757932other
Filed
Jan 18, 7:00 PM ET
Accepted
Jan 19, 4:15 PM ET
Size
8.1 KB
Accession
0001104659-21-005328
Insider Transaction Report
Form 4/AAmended
Patterson Michael
Chief Sales Officer10% Owner
Transactions
- Award
Stock Option (right to buy)
2020-12-29+4,633,978→ 4,633,978 totalExercise: $6.69→ Common Stock (4,633,978 underlying)
Footnotes (4)
- [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 (the "Liquid Share Price") 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 $6.6869-$8.9452, then the cumulative number of shares that will vest is 926,795. If the Liquid Share Price is $8.9453-$11.9272, then the cumulative number of shares that will vest is 1,853,591. (continue with footnote (3))
- [F3]If the Liquid Share Price is $11.9273-$14.9092, then the cumulative number of shares that will vest is 3,243,781. If the liquid share price is equal to or greater than $14.9093, then the cumulative number of shares that will vest is 4,633,978. 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. In addition, if Mr. Patterson's employment is terminated for cause, due to his resignation without good reason or due to his death or disability, all of the shares subject to this option, including any vested shares subject to the option, will be forfeited.
- [F4]The expiration date is the earlier of (i) August 12, 2023 or (ii) five (5) business days following the Liquidity Date.
Documents
Issuer
Romeo Power, Inc.
CIK 0001757932
Entity typeother
Related Parties
1- filerCIK 0001835181
Filing Metadata
- Form type
- 4/A
- Filed
- Jan 18, 7:00 PM ET
- Accepted
- Jan 19, 4:15 PM ET
- Size
- 8.1 KB