Nu Ride (NRDE) Form 4 NU RIDE / Edward T. Hightower 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^*

Hightower Edward 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
X	Officer (give title below)	Other (specify below)
FORMER CEO & PRESIDENT

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		22,222	A	(1)	29,155	D
Class A common stock	03/14/2024		F(2)		6,267	D	(1)	22,888	D
Class A common stock	03/14/2024		M		40,000	A	(1)	62,888	D
Class A common stock	03/14/2024		F(2)		11,440	D	(1)	51,448	D

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(3)			22,222	(4)	(4)	Class A Common Stock	22,222	$0	0	D
Restricted Stock Units	$0	03/14/2024		M(3)			40,000	(5)	(5)	Class A Common Stock	40,000	$0	0	D

Explanation of Responses:

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

2. Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation upon the settlement of previously reported restricted stock units, which vested and settled on the Effective Date (as defined below). This does not represent a sale by the Reporting Person.

3. 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.

4. On November 9, 2021, the reporting person was granted 33,333 RSUs, vesting in three equal annual installments beginning on November 9, 2022. Vesting and settlement of awards (i) that was to occur during the pendency of the Chapter 11 Cases was stayed during that period until the Effective Date, and (ii) that would occur after the Effective Date was accelerated in connection with the reporting person's termination of employment pursuant to the reporting person's severance agreement with the Issuer.

5. On August 15, 2022, the reporting person was granted 40,000 RSUs, vesting in three equal annual installments beginning on August 15, 2023. Vesting and settlement of awards (i) that was to occur during the pendency of the Chapter 11 Cases was stayed during that period until the Effective Date, and (ii) that would occur after the Effective Date was accelerated in connection with the reporting person's termination of employment pursuant to the reporting person's severance agreement with the Issuer.

	/s/ Melissa A. Leonard, Attorney-in-Fact	03/18/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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