4//SEC Filing
Luo Jason 4
Accession 0001567619-21-012733
CIK 0001784168other
Filed
Jun 28, 8:00 PM ET
Accepted
Jun 29, 5:27 PM ET
Size
18.6 KB
Accession
0001567619-21-012733
Insider Transaction Report
Form 4
Luo Jason
DirectorExecutive Chairman & President10% Owner
Transactions
- Conversion
Common Stock
2021-06-25+233,939→ 42,868,416 total(indirect: By LLC) - Award
Common Stock
2021-06-25+16,423,458→ 16,423,458 total(indirect: By LLC) - Award
Earnout Right
2021-06-25+2,764,500→ 2,764,500 total(indirect: By LLC)→ Common Stock (2,764,500 underlying) - Award
Common Stock
2021-06-25+42,634,477→ 42,634,477 total(indirect: By LLC) - Conversion
Convertible Note
2021-06-25−233,939→ 0 total(indirect: By LLC)→ Common Stock (233,939 underlying) - Award
Earnout Right
2021-06-25+1,065,000→ 1,065,000 total(indirect: By LLC)→ Common Stock (1,065,000 underlying)
Footnotes (7)
- [F1]Received in exchange for 51,919 shares of common stock of Electric Last Mile, Inc. ("ELM"), pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended ("Merger Agreement").
- [F2]The reporting person is the sole member of AJ Capital Investment, LLC and is the co-manager of Luo Pan Investment II, LLC and has sole voting and investment power with respect to the common stock held by these entities.
- [F3]Shares were issued to the reporting person upon conversion of an aggregate of $2,126,720.38 in principal and accrued interest under a convertible note owed to the reporting person.
- [F4]Received in exchange for 20,000 shares of common stock of Electric Last Mile, Inc. ("ELM"), pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended ("Merger Agreement").
- [F5]On December 10, 2020, Electric Last Mile, Inc. ("ELM") entered into a $2,125,000 ELM Convertible Note with AJ Capital Investment, LLC. The reporting person is the beneficial owner of the ELM Convertible Note issued to AJ Capital Investment, LLC. Pursuant to the terms of the Convertible Note, upon the closing of the transaction contemplated pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended, the Convertible Note will be converted into shares of common stock of Electric Last Mile Solutions, Inc.
- [F6]On June 25, 2021 (the "Closing Date"), AJ Capital Investment, LLC received the right to acquire 2,764,500 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to AJ Capital Investment, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled.
- [F7]On June 25, 2021 (the "Closing Date"), Luo Pan Investment II, LLC received the right to acquire 1,065,000 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to Luo Pan Investment II, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled.
Documents
Issuer
Electric Last Mile Solutions, Inc.
CIK 0001784168
Entity typeother
Related Parties
1- filerCIK 0001868825
Filing Metadata
- Form type
- 4
- Filed
- Jun 28, 8:00 PM ET
- Accepted
- Jun 29, 5:27 PM ET
- Size
- 18.6 KB