SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* BP Technology Ventures Inc. (Last) (First) (Middle) 501 WESTLAKE PARK BLVD (Street) HOUSTON TX 77079 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/06/2021	3. Issuer Name and Ticker or Trading Symbol Lightning eMotors, Inc. [ ZEV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22,925,496(1)(2)	D(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BP Technology Ventures Inc. (Last) (First) (Middle) 501 WESTLAKE PARK BLVD (Street) HOUSTON TX 77079 (City) (State) (Zip)

1. Name and Address of Reporting Person* BP CORP NORTH AMERICA INC (Last) (First) (Middle) 501 WESTLAKE PARK BLVD (Street) HOUSTON TX 77079 (City) (State) (Zip)

1. Name and Address of Reporting Person* BP AMERICA INC (Last) (First) (Middle) 501 WESTLAKE PARK BLVD (Street) HOUSTON TX 77079 (City) (State) (Zip)

Explanation of Responses:

1. These securities were acquired by the Reporting Persons pursuant to the Business Combination Agreement among the entity previously known as Lightning Systems, Inc., a privately held Delaware corporation, the Issuer (previously known as GigCapital3, Inc.), and Project Power Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer.

2. In connection with the Business Combination Agreement, 15,974,587 shares of New Lightning eMotors Common Stock were issued in exchange for Lightning Systems Common Stock received upon the automatic conversion of pre-merger Lightning Systems preferred stock, 398,987 shares of New Lightning eMotors Common Stock issued in exchange for Lightning Systems Common Stock received upon the automatic conversion of pre-merger Lightning Systems preferred stock dividends, 934,926 shares of New Lightning eMotors Common Stock issued in exchange for Lightning Systems Common Stock received upon the automatic conversion of pre-merger Lightning eMotors convertible notes, 3,116,996 shares of New Lightning eMotors Common Stock issuable upon exercise of pre-merger Lightning Systems warrants, assuming cashless exercise, and 2,500,000 shares of New Lightning eMotors Common Stock purchased in connection with the PIPE Subscription Agreement.

3. These securities are directly held by BP Technology Ventures, Inc., an investment holding vehicle incorporated in Delaware. BP Technology Ventures, Inc. is owned 100% by BP Corporation North America Inc., which is owned 100% by BP America Inc.

Remarks:

	/s/ Susan Baur, Vice President, on behalf of BP TECHNOLOGY VENTURES INC	05/13/2021
	/s/ Susan Baur, Vice President, on behalf of BP CORP NORTH AMERICA INC	05/13/2021
	/s/ Susan Baur, Vice President, on behalf of BP AMERICA INC	05/13/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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