4//SEC Filing
Hennessy Capital Partners IV LLC 4
Accession 0001213900-20-044504
CIK 0001750153other
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 9:00 PM ET
Size
20.8 KB
Accession
0001213900-20-044504
Insider Transaction Report
Form 4
Canoo Inc.GOEV
HENNESSY DANIEL J
DirectorChief Executive Officer10% Owner
Transactions
- Purchase
Class A Common Stock
2020-12-21$10.00/sh+500,000$5,000,000→ 500,000 total(indirect: See Footnote) - Exercise/Conversion
Class A Common Stock
2020-12-21+5,656,820→ 6,156,820 total - Other
Class A Common Stock
2020-12-21−6,156,820→ 0 total - Other
Class B Common Stock
2020-12-21+2,347,879→ 5,656,820 total→ Class A Common Stock (2,347,879 underlying) - Other
Class B Common Stock
2020-12-21−2,347,879→ 3,308,941 total→ Class A Common Stock (2,347,879 underlying) - Exercise/Conversion
Class B Common Stock
2020-12-21−5,656,820→ 0 total→ Class A Common Stock (5,656,820 underlying)
Hennessy Capital Partners IV LLC
10% Owner
Transactions
- Purchase
Class A Common Stock
2020-12-21$10.00/sh+500,000$5,000,000→ 500,000 total(indirect: See Footnote) - Other
Class A Common Stock
2020-12-21−6,156,820→ 0 total - Exercise/Conversion
Class B Common Stock
2020-12-21−5,656,820→ 0 total→ Class A Common Stock (5,656,820 underlying) - Exercise/Conversion
Class A Common Stock
2020-12-21+5,656,820→ 6,156,820 total - Other
Class B Common Stock
2020-12-21+2,347,879→ 5,656,820 total→ Class A Common Stock (2,347,879 underlying) - Other
Class B Common Stock
2020-12-21−2,347,879→ 3,308,941 total→ Class A Common Stock (2,347,879 underlying)
Hennessy Capital LLC
10% Owner
Transactions
- Purchase
Class A Common Stock
2020-12-21$10.00/sh+500,000$5,000,000→ 500,000 total(indirect: See Footnote) - Exercise/Conversion
Class B Common Stock
2020-12-21−5,656,820→ 0 total→ Class A Common Stock (5,656,820 underlying) - Exercise/Conversion
Class A Common Stock
2020-12-21+5,656,820→ 6,156,820 total - Other
Class A Common Stock
2020-12-21−6,156,820→ 0 total - Other
Class B Common Stock
2020-12-21−2,347,879→ 3,308,941 total→ Class A Common Stock (2,347,879 underlying) - Other
Class B Common Stock
2020-12-21+2,347,879→ 5,656,820 total→ Class A Common Stock (2,347,879 underlying)
Footnotes (6)
- [F1]As described in the registrant's registration statement on Form S-1 (File No. 333-229608) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock were automatically convertible into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination, the outstanding shares of Class B common stock were converted into shares of Class A common stock.
- [F2]As contemplated by the sponsor warrant exchange and share cancellation agreement (the "Agreement"), dated August 17, 2020, between the registrant and Hennessy Capital Partners IV LLC ("HCP"), 2,347,879 shares of Class B common stock held by HCP were returned to the registrant for no consideration and cancelled.
- [F3]As contemplated by the Agreement, HCP exchanged 11,739,394 warrants of the registrant for 2,347,879 shares of the registrant's Class B common stock
- [F4]Represents the pro rata distribution of the shares of Class A common stock of the registrant held by HCP and SPV (as defined below) to all of the members of the reporting person or their permitted transferees.
- [F5]Hennessy Capital LLC is the managing member of HCP. Daniel J. Hennessy is the sole managing member of Hennessy Capital LLC. Consequently, Mr. Hennessy may be deemed the beneficial owner of the shares held by HCP and has sole voting and dispositive control over such securities. Mr. Hennessy disclaims beneficial ownership except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F6]Represents shares of Class A common stock of the registrant purchased by Hennessy Capital SPV II LLC ("SPV") in a private placement in connection with the registrant's initial business combination. Daniel J. Hennessy is the sole managing member of SPV. Consequently, Mr. Hennessy may be deemed the beneficial owner of the shares held by SPV and has sole voting and dispositive control over such securities. Mr. Hennessy disclaims beneficial ownership except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Documents
Issuer
Canoo Inc.
CIK 0001750153
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001750196
Filing Metadata
- Form type
- 4
- Filed
- Dec 22, 7:00 PM ET
- Accepted
- Dec 23, 9:00 PM ET
- Size
- 20.8 KB