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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units | (2) | 03/26/2024 | M | 666,667 | (2)(3) | (2)(3) | Common Stock | 666,667 | $ 0 | 0 | D | ||||
| Performance Share Units | (4) | 03/26/2024 | M | 437,500 | (4)(5) | (4)(5) | Common Stock | 437,500 | $ 0 | 0 | D | ||||
| Performance Share Units | (4) | 03/26/2024 | M | 218,750 | (4)(6) | (4)(6) | Common Stock | 218,750 | $ 0 | 0 | D | ||||
| Performance Share Units | (4) | 03/26/2024 | M | 218,750 | (4)(7) | (4)(7) | Common Stock | 218,750 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Docherty Susan E 8127 EAST RAY ROAD MESA, AZ 85212 |
X | CEO and Interim COO | ||
| /s/ Susan Docherty | 03/26/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On March 26, 2024, Xos, Inc. ("Xos") acquired all of the issued and outstanding common shares (the "ElectraMeccanica Shares") of Electra Meccanica Vehicles Corp. ("ElectraMeccanica")pursuant to a plan of arrangement (the "Plan of Arrangement") under the Business Corp orations Act (British Columbia) (the "Arrangement"). Under the terms of the arrangement agreement,dated January 11, 2024, by and between ElectraMeccanica and Xos (as amended, the "Arrangement Agreement"), and the Plan of Ar rangement, at the effective time of the Arrangement (the"Effective Time"), each ElectraMeccanica Share outstanding immediately prior to the Effective Time was transferred to Xos in exchange for 0.0143739 shares of Xos common stock. |
| (2) | Each restricted share unit ("RSU") represented a contingent right to receive one ElectraMeccanica Share upon vesting. Pursuant to the Arrangement Agreement, each RSU that wasoutstanding immediately prior to the Effective Time vested and was settled by ElectraMeccanica in exchange for one ElectraMec canica Share. |
| (3) | On December 5, 2022, the reporting person was granted a total of 1,000,000 RSUs, which were to vest in three equal annual installments from the grant date. |
| (4) | Each performance share unit ("PSU") represented a contingent right to receive one ElectraMeccanica Share upon vesting. Pursuant to the Arrangement Agreement, each PSU that was outstanding immediately prior to the Effective Time vested and was settled by ElectraMeccanica in exchange for one ElectraMec canica Share. |
| (5) | On December 5, 2022, the reporting person was granted a total of 437,500 PSUs, which were to vest on the first date on which the 30-day volume weighted average trading price per ElectraMeccanica Share was $5.00 or greater. |
| (6) | On December 5, 2022, the reporting person was granted a total of 218,750 PSUs, which were to vest on the first date on which the 30-day volume weighted average trading price per ElectraMeccanica Share was $6.00 or greater. |
| (7) | On December 5, 2022, the reporting person was granted a total of 218,750 PSUs, which were to vest on the first date on which the 30-day volume weighted average trading price per ElectraMeccanica Share was $7.00 or greater. |