4//SEC Filing
Taylor James 4
Accession 0001567619-21-021462
CIK 0001784168other
Filed
Dec 1, 7:00 PM ET
Accepted
Dec 2, 3:51 PM ET
Size
15.9 KB
Accession
0001567619-21-021462
Insider Transaction Report
Form 4
Taylor James
DirectorChief Executive Officer
Transactions
- Award
Common Stock
2021-12-02+628→ 5,323,427 total(indirect: By LLC) - Award
Common Stock
2021-12-02+17,201→ 5,322,799 total(indirect: By LLC)
Holdings
- 250,000
Employee Restricted Stock Unit
→ Common Stock (250,000 underlying) - 3,300,000
Earnout Restricted Stock Unit
→ Common Stock (3,300,000 underlying) - 344,000(indirect: By LLC)
Earnout Right
→ Common Stock (344,000 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]The reporting person is the sole member of this entity, and thus has sole voting and investment power with respect to the shares of common stock held by this entity.
- [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 JET Group, LLC received the right to acquire 344,000 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 The JET Group, 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 0001507291
Filing Metadata
- Form type
- 4
- Filed
- Dec 1, 7:00 PM ET
- Accepted
- Dec 2, 3:51 PM ET
- Size
- 15.9 KB