4//SEC Filing
Northern Genesis Sponsor LLC 4
Accession 0001213900-21-025479
CIK 0001815495other
Filed
May 9, 8:00 PM ET
Accepted
May 10, 9:22 PM ET
Size
13.9 KB
Accession
0001213900-21-025479
Insider Transaction Report
Form 4
Northern Genesis Sponsor LLC
10% Owner
Transactions
- Purchase
Warrants
2021-04-26$1.00/sh+3,000,000$3,000,000→ 11,139,069 totalExercise: $11.50Exp: 2026-05-06→ Common Stock (3,000,000 underlying) - Disposition to Issuer
Common Stock
2021-05-06−7,986,336→ 0 total - Disposition to Issuer
Warrants
2021-05-06−11,139,069→ 0 totalExercise: $11.50Exp: 2026-05-06→ Common Stock (11,139,069 underlying)
Footnotes (6)
- [F1]Northern Genesis Sponsor LLC ( the "Sponsor") forfeited to Northern Genesis Acquisition Corp. (the "Issuer") for no consideration as a result of the less-than-full exercise of the underwriters' over-allotment option in connection with the Issuer's initial public offering which transaction was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- [F2]This form is being filed by the following reporting persons: The Sponsor and Ian Robertson (together with the Sponsor, the "Reporting Persons"). Ian Robertson, the Issuer's Vice Chairman, is one of the managing members of the Sponsor. Mr. Robertson disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein.
- [F3]In connection with the merger (the "Merger") of Lion Electric Merger Sub Inc. ("Merger Sub") with and into the Issuer pursuant to that certain Business Combination Agreement and Plan of Reorganization dated as of November 30, 202, between, Lion Electric Company ("Lion"), the Issuer, Merger Sub, 7,986,336 shares of the common stock of the Issuer, par value $0.0001 per share ("Issuer Common Stock"), were disposed of in exchange for the same number of shares of common stock, par value $0.0001 per share, of Lion ("Lion Common Stock").
- [F4]In connection with the Merger, the Issuer issued to Sponsor working capital warrants to purchase 3,000,000 shares of NGA Common Stock (the "Working Capital Warrants") which become exercisable on the later of 30 days after the completion of the Issuers initial business combination or August 20, 2021.
- [F5]In connection with the Merger, warrants to purchase 11,139,069 shares of the Issuer Common Stock, which become exercisable on the later of 30 days after the completion of the Issuers initial business combination or August 20, 2021, were disposed of in exchange for the warrants to purchase the same number of shares of Lion Common Stock. The 11,139,069 warrants include the Working Capital Warrants as well as 7,750,000 warrants issued to the Sponsor in connection with the Issuer's initial public offering and 389,069 warrants issued to Sponsor as a result of the less-than-full exercise of the underwriters' over-allotment option in connection with the Issuer's initial public offering.
- [F6]Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Documents
Issuer
Northern Genesis Acquisition Corp.
CIK 0001815495
Entity typeother
Related Parties
1- filerCIK 0001821256
Filing Metadata
- Form type
- 4
- Filed
- May 9, 8:00 PM ET
- Accepted
- May 10, 9:22 PM ET
- Size
- 13.9 KB