SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Canoo Inc. [ GOEV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/14/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/14/2021 | A | 500,000(1) | A | $0.00 | 1,538,828(2) | D | |||
Common Stock | 12,359,387 | I | By LLC(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
Performance-Based Restricted Stock Units | (4) | 05/14/2021 | A | 400,000 | (4) | 05/14/2024 | Common Stock | 400,000 | $0.00 | 400,000 | D | ||||
Performance-Based Restricted Stock Units | (5) | 05/14/2021 | A | 1,308,828 | (5) | 05/14/2024 | Common Stock | 1,303,828 | $0.00 | 1,303,828 | D | ||||
Option (Right to Buy) | $5.83 | 05/18/2021 | J(6) | 1 | 05/18/2021 | 06/19/2024 | Common Stock | 2,400,000 | $0.00 | 1 | I | By LLC(7) | |||
Option (Right to Buy) | $5.83 | 05/18/2021 | J(8) | 1 | 05/18/2021 | 06/19/2024 | Common Stock | 1,200,000 | $0.00 | 1 | I | By LLC(7) |
Explanation of Responses: |
1. Represents 500,000 Restricted Stock Units that vest in one-third increments on each anniversary of the grant date through May 14, 2024, subject to continuous service. |
2. Includes the 500,000 Restricted Stock Units reported in footnote (1) above and 1,003,828 shares subject to Restricted Stock Units that vest through October 19, 2023. |
3. Shares are held directly by AFV Partners SPV-4 LLC ("AFV 4"). Reporting Person is the Chairman and CEO of AFV Partners LLC which exercises ultimate voting and investment power with respect to the shares held by AFV 4. The Reporting Person disclaims beneficial ownership of the shares held by AFV 4 except to the extent of his pecuniary interest therein. |
4. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock. These PSUs vest in increments through a three-year performance period beginning May 14, 2021 when shares of the Issuer's common stock equal or exceed certain specific prices, and in each case subject to continuous service through the end of the applicable performance year. |
5. Each PSU represents a contingent right to receive one share of the Company's common stock. These PSUs vest on the date the price of the Issuer's common stock equals or exceeds $20, subject to continuous service through the third anniversary of the grant date. |
6. Represents an option to buy shares issued by DD Global Holdings Limited to AFV Partners LLC. |
7. Shares are held directly by AFV Partners LLC. Reporting Person is the Chairman and CEO of AFV Partners LLC. The Reporting Person disclaims beneficial ownership of the shares held by AFV Partners LLC except to the extent of his pecuniary interest therein. |
8. Represents an option to buy shares issued by Remarkable Views Consultants Ltd. to AFV Partners LLC. |
Remarks: |
Tony Aquila, by /s/ Ron A. Metzger, Attorney-in-Fact | 05/18/2021 | |
** 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 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 Number. |