Luo Jason 4
4 · Electric Last Mile Solutions, Inc. · Filed Dec 2, 2021
Insider Transaction Report
Form 4
Luo Jason
DirectorExecutive Chairman & President10% Owner
Transactions
- Award
Common Stock
2021-12-02+138,225→ 43,006,641 total(indirect: By LLC) - Award
Common Stock
2021-12-02+5,051→ 43,011,692 total(indirect: By LLC) - Award
Common Stock
2021-12-02+53,246→ 16,476,704 total(indirect: By LLC) - Award
Common Stock
2021-12-02+1,946→ 16,478,650 total(indirect: By LLC)
Holdings
- 250,000
Employee Restricted Stock Unit
→ Common Stock (250,000 underlying) - 6,000,000
Earnout Restricted Stock Unit
→ Common Stock (6,000,000 underlying) - 2,764,500(indirect: By LLC)
Earnout Right
→ Common Stock (2,764,500 underlying) - 1,065,000(indirect: By LLC)
Earnout Right
→ Common Stock (1,065,000 underlying)
Footnotes (8)
- [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]Issued pursuant to the calculation of a positive adjustment amount under the Merger Agreement.
- [F3]The reporting person is the sole member of AJ Capital Investment, LLC and is the co-manager of Luo Pan Investment II, LLC and has sole voting and investment power with respect to the common stock held by these entities.
- [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"), AJ Capital Investment, LLC received the right to acquire 2,764,500 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 AJ Capital Investment, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled.
- [F8]On June 25, 2021 (the "Closing Date"), Luo Pan Investment II, LLC received the right to acquire 1,065,000 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 Luo Pan Investment II, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled.