4//SEC Filing
Fenwick-Smith Robert 4
Accession 0001104659-21-064169
CIK 0001802749other
Filed
May 9, 8:00 PM ET
Accepted
May 10, 9:44 PM ET
Size
10.3 KB
Accession
0001104659-21-064169
Insider Transaction Report
Form 4
Fenwick-Smith Robert
Director
Transactions
- Other
Options to receive Common Stock
2021-05-06+235,148→ 235,148 totalExercise: $0.58Exp: 2030-08-24→ Common Stock (235,148 underlying) - Other
Common Stock
2021-05-06+4,598,976→ 4,598,976 total(indirect: By LLC) - Other
Common Stock
2021-05-06+243,495→ 243,495 total
Footnotes (3)
- [F1]Received 243,495 shares of New Lightning eMotors Common Stock issued in exchange for outstanding pre-merger Lightning Systems Common Stock, pursuant to the Business Combination Agreement, dated as of December 10, 2020, (the "BCA") by and among GigCapital3, Inc., Project Power Merger Sub, Inc., a direct, wholly-owned subsidiary of GigCapital3, Inc., and Lightning Systems, Inc. pursuant to which Lightning Systems, Inc. became a direct, wholly-owned subsidiary of GigCapital3, Inc., which subsequently changed its name to Lightning eMotors, Inc.
- [F2]Received 4,598,976 shares of New Lightning eMotors Common Stock pursuant to the BCA. The shares are held directly by Aravaipa Venture Fund, LLC, the managing member of which is Aravaipa Ventures LLC. As a co-founding partner and member of Aravaipa Venture Fund, LLC and the managing member of Aravaipa Ventures, LLC, the Reporting Person may be deemed to share beneficial ownership of 4,598,976 shares of Common Stock held directly by Aravaipa Venture Fund, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
- [F3]In connection with the BCA as described in footnote 1 above, 235,148 shares of New Lightning eMotors Common Stock are issuable upon the exercise of New Lightning eMotors options issued in exchange of pre-merger Lightning Systems options at a price of $0.58 per share. 108,757 New Lightning eMotors options are exercisable, and the remaining 126,391 options will vest in quarterly ratable installments over the four years following August 24, 2020. The pre-merger Lightning Systems options were converted into New Lightning eMotors options to purchase 235,148 shares of New Lightning eMotors Common Stock at the exchange ratio of 0.940591804.
Documents
Issuer
Lightning eMotors, Inc.
CIK 0001802749
Entity typeother
Related Parties
1- filerCIK 0001856697
Filing Metadata
- Form type
- 4
- Filed
- May 9, 8:00 PM ET
- Accepted
- May 10, 9:44 PM ET
- Size
- 10.3 KB