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| CUSIP No. 53228T101 |
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Schedule 13G |
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Page
6
of 8 Pages |
| Item 1(a). |
Name of Issuer. |
Lightning eMotors, Inc. (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices. |
815 14th Street SW, Bldg B, Loveland, CO 80537
| Item 2(a). |
Name of Person Filing. |
This Schedule 13G is filed on behalf of International Company Management Limited (“ICML”), Portman Welbeck Limited
(“PWL”), R&H Trust Co. (Guernsey) Limited (“R&H Trust”), and Rawlinson & Hunter Limited (“R&H” and together with ICML, PWL, R&H Trust, the “Reporting
Persons”).
Caspian Investments Limited (“Caspian”) and Partridge Investments Limited
(“Partridge”) are the direct holders of the Common Stock reflected in this Schedule 13G. ICML and PWL are the Directors and nominee shareholders of each of Caspian and Partridge, and they determine Caspian’s and
Partridge’s exercise of the voting and disposition rights associated with the Common Stock. R&H Trust is the Trustee of two separate Guernsey Trusts that are the ultimate beneficial owners of each of Caspian and Partridge. R&H is the
parent company of each of R&H Trust, ICML and PWL.
| Item 2(b). |
Address of Principal Business Office or, if None, Residence. |
The address of the principal business offices of each of ICML, PWL, R&H Trust and R&H is Trafalgar Court, 3rd Floor, West Wing, Les
Banques, St. Peter Port, Guernsey GYI 2JA.
Each Reporting Person is incorporated in Guernsey.
| Item 2(d). |
Title of Class of Securities. |
Common stock, par value $0.0001 per share (“Common Stock”)
53228T101
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
Not
applicable
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(a) |
Amount beneficially owned: |
As of July 21, 2023, Caspian directly holds 189,298 shares of Common Stock and Partridge directly holds 192,236 shares of Common Stock.
ICML, PWL, R&H Trust and R&H may be deemed to have or share beneficial ownership of the Common Stock held by each of Caspian and Partridge, but each disclaims beneficial ownership of such Common Stock.
As of July 21, 2023, each of ICML and PWL may be deemed to be the beneficial owner of approximately 6.1% of the Issuer’s Common Stock
based on 6,256,155 shares of Common Stock outstanding as of July 7, 2023, which is based on information included in the Issuer’s Definitive Proxy Statement on Schedule 14A filed on July 13, 2023.
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(c) |
Number of shares of Common Stock as to which each of ICML, PWL, R&H Trust and R&H has:
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| (i) |
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Sole power to vote or to direct the vote: |
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0 |
| (ii) |
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Shared power to vote or to direct the vote: |
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381,534 |
| (iii) |
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Sole power to dispose or to direct the disposition of: |
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0 |
| (iv) |
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Shared power to dispose or to direct the disposition of: |
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381,534 |
