DD Global Holdings Ltd 4
4 · Canoo Inc. · Filed Mar 16, 2022
Insider Transaction Report
Form 4
Canoo Inc.GOEV
DD Global Holdings Ltd
10% Owner
Transactions
- Sale
Common Stock
2022-03-15$6.53/sh−10,500,000$68,565,000→ 14,125,801 total - PurchaseSwap
Equity Swap (obligation to sell)
2022-03-15+10,500,000→ 10,500,000 totalFrom: 2022-09-17Exp: 2023-03-17→ Common Stock (10,500,000 underlying)
Holdings
- 17,189,210
Common Stock
Footnotes (4)
- [F1]Shares were sold pursuant to a Share Purchase Agreement dated 15, 2022 between DD Global Holdings Ltd and Bank J. Safra Sarasin AG.
- [F2]Shares are held directly by DD Global Holdings Limited ("DD Global"). DD Global is wholly owned by Champ Key Limited ("Champ Key"). Champ Key is wholly owned by DE Capital Limited ("DE Capital"). DE Capital is wholly owned by Pak Tam Li ("Mr. Li"). Mr. Li may be deemed to hold sole voting and dispositive control over the shares held by DD Global.
- [F3]Shares are held directly by Champ Key. In accordance with footnote 2 above, Mr. Li may be deemed to hold sole voting and dispositive control over the shares held by Champ Key.
- [F4]DD Global entered into a participation note (the "Participation Note") with a counterparty under which DD Global acquired 10,500,000 notional shares of the Issuer's common stock for a price of $6.720476 per notional share. Under the Participation Note, the counterparty must redeem certain tranches of the notional shares if the Issuer's Common Stock meets certain price targets on or after September 17, 2022, which redemptions are settled in cash. If not earlier extended, the counterparty must redeem all outstanding notional shares on March 17, 2023, which final redemption is settled in cash. During the term of the Participation Note, the counterparty will pay to DD Global all dividends and similar distributions paid on an equivalent number of shares of the Issuer's common stock.