Nu Ride (NRDE) Form 4 NU RIDE / DAVID T HAMAMOTO ownership change

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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X

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^*

HAMAMOTO DAVID T

(Last) (First) (Middle)

1700 BROADWAY, 19TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NU RIDE INC. [ NRDE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Class A common stock	03/14/2024		M		410	A	(1)	110,388(2)	D
Class A common stock	03/14/2024		M		410	A	(1)	110,798	D
Class A common stock								53,394	I	By LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units	$0	03/14/2024		M(4)			410	(5)	(5)	Class A Common Stock	410	$0	0	D
Restricted Stock Units	$0	03/14/2024		M(4)			410	(6)	(6)	Class A Common Stock	410	$0	0	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into Class A common stock on a one-for-one basis.

2. Amount also includes 57,433 shares previously reported as held indirectly by the David T. Hamamoto GRAT 2019-SPAC (the "GRAT"), which was a grantor-retained annuity trust of which the reporting person was the trustee and sole annuitant, which distributed the shares in satisfaction of its final annuity obligation on June 7, 2023.

3. Shares are held by DiamondHead Partners LLC, of which the reporting person is the sole managing member.

4. On June 27, 2023, Lordstown Motors Corp., a Delaware corporation, together with its subsidiaries (collectively, the "Debtors"), filed voluntary petitions for relief (the "Chapter 11 Cases") under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On March 5, 2024, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Third Modified First Amended Joint Chapter 11 Plan of Lordstown Motors Corp. and Its Affiliated Debtors (as may be further modified, amended, or supplemented, the "Plan"). On March 14, 2024 (the "Effective Date"), the Plan was consummated and became effective in accordance with its terms, and the Debtors emerged from the Chapter 11 Cases with the Company changing its name to Nu Ride Inc.

5. On February 5, 2021, the reporting person was granted 410 RSUs, vesting on February 5, 2022. The reporting person had elected to defer receipt of the shares of Class A common stock underlying such RSUs upon vesting until the earlier of January 30, 2024 or the occurrence of specified events. Vesting and settlement of awards that was to occur during the pendency of the Chapter 11 Cases was stayed during that period until the Effective Date.

6. On February 5, 2021, the reporting person was granted 410 RSUs, vesting in three equal annual installments beginning on February 5, 2022. The reporting person had elected to defer receipt of the shares of Class A common stock underlying such RSUs upon vesting until the earlier of January 30, 2026 or the occurrence of specified events. The reporting person resigned from the Issuer's Board of Directors on the Effective Date, and the shares of Class A common stock underlying such RSUs were settled in connection therewith.

	/s/ Melissa A. Leonard, Attorney-in-Fact	03/18/2024
	** Signature of Reporting Person	Date
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