Statement of Changes in Beneficial Ownership (4)
06 5월 2023 - 7:15AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Aquila Tony |
2. Issuer Name and Ticker or Trading Symbol
Canoo Inc.
[
GOEV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman and CEO |
(Last)
(First)
(Middle)
C/O CANOO INC., 19951 MARINER AVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/3/2023 |
(Street)
TORRANCE, CA 90503 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/3/2023 | | A | | 2319552 (1) | A | (1) | 58056712 | I | By LLCs (2)(3) |
Common Stock | 5/5/2023 | | A | | 6884682 (4) | A | (4) | 14278014 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants to Purchase Common Stock | $0.8116 | 5/3/2023 | | A | | 2319552 (1) | | 10/7/2023 | 10/7/2028 | Common Stock | 2319552 (1) | (1) | 2319552 (1) | I | By LLC (5) |
Explanation of Responses: |
(1) | Represents shares and warrants received by I-40 OKC Partners LLC ("I-40 OKC") pursuant to the lease agreement (the "Lease Agreement") entered into between the Issuer and I-40 OKC on April 7, 2023. The securities were issued in respect of rent obligations totaling $1,505,954 in accordance with the terms of the Lease Agreement. |
(2) | (i) 12,509,387 shares of Common Stock are held by AFV Partners SPV-4 LLC, a Delaware limited liability company ("AFV-4"); (ii) 35,273,268 shares of Common Stock are held by AFV Partners SPV-7 LLC, a Delaware limited liability company ("AFV-7"); (iii) 3,450,000 shares of Common Stock held by AFV Partners SPV-7/A LLC, a Delaware limited liability company ("AFV-7/A"); (iv) 4,504,505 shares of Common Stock are held by AFV Partners SPV-10 LLC, a Delaware limited liability company ("AFV 10"); and (v) 2,319,552 shares of Common Stock are held by I-40 OKC, an Oklahoma limited liability company. |
(3) | (Continued from footnote 2) AFV Management Advisors LLC, a Delaware limited liability company ("AFV") is the sole manager and controlling member of AFV-4, AFV-7, AFV-7/A and AFV-10. AFV is the sole manager of the ultimate parent entity of I-40 OKC. Mr. Aquila is the managing member of AFV, which exercises ultimate voting and investment power with respect to the shares held by AFV-4, AFV-7, AFV-7/A, AFV-10 and I-40 OKC. The Reporting Person disclaims beneficial ownership of the shares held by AFV 4, AFV 7, AFV-7/A, AFV-10 and I-40 OKC, except to the extent of his pecuniary interest therein. |
(4) | Represents 6,884,682 Restricted Stock Units that vest on May 5, 2024, subject to continuous service. |
(5) | The warrants are held by I-40 OKC. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Aquila Tony C/O CANOO INC. 19951 MARINER AVE TORRANCE, CA 90503 | X | X | Executive Chairman and CEO |
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Signatures
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/s/ Hector Ruiz, Attorney-in-Fact | | 5/5/2023 |
**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 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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