4//SEC Filing
Hu Hailiang 4
Accession 0001567619-21-021460
CIK 0001784168other
Filed
Dec 1, 7:00 PM ET
Accepted
Dec 2, 3:39 PM ET
Size
16.0 KB
Accession
0001567619-21-021460
Insider Transaction Report
Form 4
Hu Hailiang
Chief Operating Officer
Transactions
- Award
Common Stock
2021-12-02+48→ 411,965 total(indirect: By Trust) - Award
Common Stock
2021-12-02+1,331→ 411,917 total(indirect: By Trust)
Holdings
- 1,500,000
Earnout Restricted Stock Unit
→ Common Stock (1,500,000 underlying) - 26,500(indirect: By Trust)
Earnout Right
→ Common Stock (26,500 underlying) - 50,000
Employee Restricted Stock Unit
→ Common Stock (50,000 underlying)
Footnotes (7)
- [F1]Release of adjustment escrow shares pursuant to the calculation of a positive adjustment amount under the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Electric Last Mile Solutions, Inc., ELMS Merger Corp. and Electric Last Mile, Inc., as amended ("Merger Agreement").
- [F2]Hailiang (Jerry) Hu and Ping Jin share voting and investment power over the common stock held by the trust.
- [F3]Issued pursuant to the calculation of a positive adjustment amount under the Merger Agreement.
- [F4]Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting.
- [F5]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.
- [F6]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.
- [F7]On June 25, 2021 (the "Closing Date"), the Hailiang Hu and Ping Jin Revocable Living Trust received the right to acquire 26,500 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 456 Investments, 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 0001869152
Filing Metadata
- Form type
- 4
- Filed
- Dec 1, 7:00 PM ET
- Accepted
- Dec 2, 3:39 PM ET
- Size
- 16.0 KB