VA Partners I SC 13D/A Nikola / VA Partners I ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Nikola Corporation

(Name of Issuer)

 Common Stock

(Title of Class of Securities)

654110105

(CUSIP Number)

Jason Breeding, Esq.

ValueAct Capital

One Letterman Drive, Building D, Fourth Floor

San Francisco, CA 94129

(415) 362-3700

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 July 31, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

2

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	VA Partners I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	X
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)*
	00*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0**
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	00 (LLC)

*See Item 3

**See Item 2 and 5

3

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ValueAct Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	X
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)*
	00*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0**
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*See Item 3

**See Item 2 and 5

4

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ValueAct Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	X
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)*
	00*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0**
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	00 (LLC)

*See Item 3

**See Item 2 and 5

5

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ValueAct Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	X
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)*
	00*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0**
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*See Item 3

**See Item 2 and 5

6

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ValueAct Holdings II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	X
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)*
	00*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0**
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*See Item 3

**See Item 2 and 5

7

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ValueAct Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	X
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)*
	00*
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			0**
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	00 (LLC)

*See Item 3

**See Item 2 and 5

8

     This Amendment No. 1 to the Schedule 13D supplements the information set forth in the Schedule 13D (the “Original Schedule 13D”) filed by the Reporting Persons (as defined below) with the United States Securities and Exchange Commission, relating to the common stock (the "Common Stock") of Nikola Corporation, a Delaware corporation (the "Issuer"). Capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.

     The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:

Item 2.     Identity and Background

     This statement is filed jointly by (a) VA Partners I, LLC ("VA Partners I"), (b) ValueAct Capital Management, L.P. ("ValueAct Management L.P."), (c) ValueAct Capital Management, LLC ("ValueAct Management LLC"), (d) ValueAct Holdings, L.P. ("ValueAct Holdings"), (e) ValueAct Holdings II, L.P. ("ValueAct Holdings II"), and (f) ValueAct Holdings GP, LLC ("ValueAct Holdings GP"), (collectively, the "Reporting Persons").

     VA Partners I is a Delaware limited liability company.  VA Partners I no longer serves as the General Partner (the “GP Change”) of Inclusive Capital Partners Spring Master Fund, L.P. (f/k/a/ ValueAct Spring Master Fund, L.P.) (“Spring Fund”). ValueAct Management L.P. is a Delaware limited partnership.  ValueAct Management L.P. no longer renders management services to Spring Fund (the “Management Termination”). As a result of the GP Change and Management Termination, each of VA Partners I, ValueAct Management L.P., ValueAct Management LLC, a Delaware limited liability company and the General Partner to ValueAct Management L.P., ValueAct Holdings, a Delaware limited partnership and the majority owner of the membership interests of VA Partners I, ValueAct Holdings II, the sole owner of the limited partnership interests of ValueAct Management L.P. and the membership interests of ValueAct Management LLC, and ValueAct Holdings GP, a Delaware limited liability company and the General Partner to ValueAct Holdings and ValueAct Holdings II, no longer beneficially owns any securities of the Issuer.

     Jeffrey W. Ubben is no longer a member of the management board of ValueAct Holdings GP.  Spring Fund, Spring NM, LLC (f/k/a VA Spring NM, LLC) and Mr. Ubben, the managing member of Spring NM, LLC, will no longer be jointly filing on Schedule 13D with the Reporting Persons.

     The address of the principal business and principal office of each of the Reporting Persons is One Letterman Drive, Building D, Fourth Floor, San Francisco, CA 94129.

     (d) and (e). None of the entities or persons identified in this Item 2 has during the past five years been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5.  Interest in Securities of the Issuer

     The response to Item 2 of this Schedule 13D is incorporated herein by reference.

     (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.  As a result of the GP Change and Management Termination, each of VA Partners I, ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP no longer beneficially owns any securities of the Issuer.

     (c) Except as disclosed in the Original Schedule 13D, there have been no transactions in shares of Common Stock during the 60 days prior to the date hereof by any of the Reporting Persons.

     (d) Not applicable.

     (e) On July 31, 2020, the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock.

Item 7.  Material to be Filed as Exhibits

     (1)  Joint Filing Agreement

9

SIGNATURE

     After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 4, 2020

VA Partners I, LLC
By:	/s/  Bradley E. Singer
	Name:  Bradley E. Singer
	Title:    Chief Operating Officer

Dated: August 4, 2020

ValueAct Capital Management, L.P., by ValueAct Capital Management, LLC its General Partner
By:	/s/  Bradley E. Singer
	Name:  Bradley E. Singer
	Title:    Chief Operating Officer

Dated: August 4, 2020

ValueAct Capital Management, LLC
By:	/s/  Bradley E. Singer
	Name:  Bradley E. Singer
	Title:    Chief Operating Officer

Dated: August 4, 2020

ValueAct Holdings, L.P., by ValueAct Holdings GP, LLC, its General Partner
By:	/s/  Bradley E. Singer
	Name:  Bradley E. Singer
	Title:    Chief Operating Officer

Dated: August 4, 2020

ValueAct Holdings II, L.P., by ValueAct Holdings GP, LLC, its General Partner
By:	/s/  Bradley E. Singer
	Name:  Bradley E. Singer
	Title:    Chief Operating Officer

Dated: August 4, 2020

ValueAct Holdings GP, LLC
By:	/s/  Bradley E. Singer
	Name:  Bradley E. Singer
	Title:    Chief Operating Officer

10

Exhibit 1

JOINT FILING UNDERTAKING

The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of the Issuer, is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended.

Dated: August 4, 2020

VA Partners I, LLC
By:	/s/  Bradley E. Singer
	Name:  Bradley E. Singer
	Title:    Chief Operating Officer

Dated: August 4, 2020

ValueAct Capital Management, L.P., by ValueAct Capital Management, LLC its General Partner
By:	/s/  Bradley E. Singer
	Name:  Bradley E. Singer
	Title:    Chief Operating Officer

Dated: August 4, 2020

ValueAct Capital Management, LLC
By:	/s/  Bradley E. Singer
	Name:  Bradley E. Singer
	Title:    Chief Operating Officer

Dated: August 4, 2020

ValueAct Holdings, L.P., by ValueAct Holdings GP, LLC, its General Partner
By:	/s/  Bradley E. Singer
	Name:  Bradley E. Singer
	Title:    Chief Operating Officer

Dated: August 4, 2020

ValueAct Holdings II, L.P., by ValueAct Holdings GP, LLC, its General Partner
By:	/s/  Bradley E. Singer
	Name:  Bradley E. Singer
	Title:    Chief Operating Officer

Dated: August 4, 2020

ValueAct Holdings GP, LLC
By:	/s/  Bradley E. Singer
	Name:  Bradley E. Singer
	Title:    Chief Operating Officer