Statement of Changes in Beneficial Ownership (4)
01 Setembro 2021 - 6:06PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Li Albert |
2. Issuer Name and Ticker or Trading Symbol
Electric Last Mile Solutions, Inc.
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ELMS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO |
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(Last)
(First)
(Middle)
1055 W SQUARE LAKE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/30/2021 |
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(Street)
TROY, MI 48098
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 88071 | I | by Li Management and Consulting LLC (1) |
| Common Stock | | | | | | | | 22017 | I | by H and L Reunion Investments LLC (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Employee Restricted Stock Unit | (3) | 8/30/2021 | | A | | 50000 | | (4) | (4) | Common Stock | 50000 | $0 | 50000 | D | |
| Earnout Restricted Stock Unit | (3) | 8/30/2021 | | A | | 600000 | | (5) | (5) | Common Stock | 600000 | $0 | 60000 | D | |
| Explanation of Responses: |
| (1) | The reporting person is the sole member of Li Management and Consulting LLC, and as such has sole voting and investment power with respect to the common stock held by Li Management and Consulting LLC. |
| (2) | The reporting person and Gary Heald have shared voting and investment power with respect to the common stock held by H and L Reunion Investments LLC. Accordingly, the reporting person and Mr. Heald may be deemed to have beneficial ownership of the common stock held by H and L Reunion Investments LLC. |
| (3) | Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting. |
| (4) | Restricted stock units will vest with respect to 33 1/3% on each of January 2, 2022, January 2, 2023 and January 2, 2024, subject to continued employment. |
| (5) | 50% of the restricted stock units will be deemed earned and vested if the closing price per share of common stock 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, subject to continued employment. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Li Albert
1055 W SQUARE LAKE ROAD
TROY, MI 48098 |
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| CFO |
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Signatures
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| /s/ Benjamin Wu, attorney-in-fact for Albert Li | | 9/1/2021 |
| **Signature of Reporting Person | Date |
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