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 |
| |||||||||||||||
| 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 FARADAY FUTURE INTELLIGENT ELECTRIC INC. [ FFIE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 07/21/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 07/21/2021 | A | 58,068(14)(15) | A | (1) | 58,068 | 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 | ||||||||
| Stock Option (Right to Buy) | $2.548 | 07/21/2021 | A | 38,504 | (2) | 02/01/2028 | Class A Common Stock | 38,504 | (1) | 38,504 | D | ||||
| Stock Option (Right to Buy) | $2.548 | 07/21/2021 | A | 15,401 | (3) | 02/01/2028 | Class A Common Stock | 15,402 | (1) | 15,402 | D | ||||
| Stock Option (Right to Buy) | $2.548 | 07/21/2021 | A | 15,401 | (4) | 02/01/2028 | Class A Common Stock | 15,402 | (1) | 15,402 | D | ||||
| Stock Option (Right to Buy) | $2.548 | 07/21/2021 | A | 7,700 | (5) | 02/01/2028 | Class A Common Stock | 7,701 | (1) | 7,701 | D | ||||
| Stock Option (Right to Buy) | $2.548 | 07/21/2021 | A | 706 | (6) | 02/01/2028 | Class A Common Stock | 707 | (1) | 707 | D | ||||
| Stock Option (Right to Buy) | $0.142 | 07/21/2021 | A | 35,325 | (7) | 09/30/2026 | Class A Common Stock | 35,325 | (1) | 35,325 | D | ||||
| Stock Option (Right to Buy) | $2.548 | 07/21/2021 | A | 51,899 | (8) | 05/30/2029 | Class A Common Stock | 51,899 | (1) | 51,899 | D | ||||
| Stock Option (Right to Buy) | $2.548 | 07/21/2021 | A | 56,520 | (9) | 05/30/2029 | Class A Common Stock | 56,520 | (1) | 56,520 | D | ||||
| Stock Option (Right to Buy) | $2.548 | 07/21/2021 | A | 28,260 | (10) | 05/30/2029 | Class A Common Stock | 28,260 | (1) | 28,260 | D | ||||
| Stock Option (Right to Buy) | $2.548 | 07/21/2021 | A | 28,260 | (11) | 05/30/2029 | Class A Common Stock | 28,260 | (1) | 28,260 | D | ||||
| Stock Option (Right to Buy) | $2.548 | 07/21/2021 | A | 28,260 | (12) | 05/30/2029 | Class A Common Stock | 28,260 | (1) | 28,260 | D | ||||
| Stock Option (Right to Buy) | $2.406 | 07/21/2021 | A | 182,202 | (13) | 07/26/2030 | Class A Common Stock | 182,202 | (1) | 182,202 | D | ||||
| Stock Option (Right to Buy) | $2.406 | 07/21/2021 | A | 3,718 | 03/16/2020 | 07/26/2030 | Class A Common Stock | 3,718 | (1) | 3,718 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated January 27, 2021, as amended, by and among Property Solutions Acquisitions Corp. ("PSAC"), PSAC Merger Sub Ltd., and FF Intelligent Mobility Global Holdings Ltd. ("FF") (the "Merger Agreement"), the merger pursuant to which closed on July 21, 2021 ("Closing"), (i) each outstanding share of FF common stock held by the reporting person converted into the right to receive shares of the Issuer's Class A common stock using an exchange ratio of 0.1413 (the "Exchange Ratio"), and (ii) each outstanding and unexercised option to purchase shares of FF common stock converted into an option to purchase shares of the Issuer's common stock, with necessary adjustments to reflect the Exchange Ratio but otherwise the same terms and conditions. On the Closing date, the closing price of the Issuer's common stock was $13.78. Following Closing, the Issuer will be renamed "Faraday Future Intelligent Electric Inc." |
| 2. These stock options vest 25% on January 1, 2019, then in a series of 36 equal monthly installments thereafter, subject to the reporting person's continued employment through the applicable vesting date. |
| 3. These stock options vest in a series of 48 equal monthly installments starting on January 1, 2019, subject to the reporting person's continued employment through the applicable vesting date. |
| 4. These stock options vest in a series of 48 equal monthly installments starting on January 1, 2020, subject to the reporting person's continued employment through the applicable vesting date. |
| 5. These stock options vest in a series of 48 equal monthly installments starting on January 1, 2021, subject to the reporting person's continued employment through the applicable vesting date. |
| 6. These stock options vested 25% on April 20, 2018, then in a series of 36 equal monthly installments thereafter. |
| 7. These stock options vested 25% on July 15, 2017, then in a series of 36 equal monthly installments thereafter. |
| 8. These stock options vest 25% on March 15, 2020, then in a series of 36 equal monthly installments thereafter, subject to the reporting person's continued employment through the applicable vesting date. |
| 9. These stock options vest 25% on November 2, 2019, then in a series of 36 equal monthly installments thereafter, subject to the reporting person's continued employment through the applicable vesting date. |
| 10. These stock options vest in a series of 48 equal monthly installments starting on November 2, 2021, subject to the reporting person's continued employment through the applicable vesting date. |
| 11. These stock options vest in a series of 48 equal monthly installments starting on November 2, 2020, subject to the reporting person's continued employment through the applicable vesting date. |
| 12. These stock options vest in a series of 48 equal monthly installments starting on November 2, 2019, subject to the reporting person's continued employment through the applicable vesting date. |
| 13. These stock options vest 25% on March 16, 2021, then in a series of 36 equal monthly installments thereafter, subject to the reporting person's continued employment through the applicable vesting date. |
| 14. Includes 2,175 shares of the Issuer's Class A common stock (the "Earnout Shares") that the reporting person has the right to receive if the trading price of the Issuer's Class A common stock reaches certain thresholds ("Price Thresholds"). The reporting person's right to receive the Earnout Shares became fixed and irrevocable at Closing. Any Earnout Shares that have not vested by the fifth anniversary of the closing of the Issuer's initial public offering will be forfeited. |
| 15. The Earnout Shares subject to the Price Thresholds vest in in equal halves if the trading price of Common Stock is greater than or equal to $13.50 and $15.50, respectively, for any 20 trading days within any 30-trading day period. |
| /s/ Jarret Johnson, attorney-in-fact for Matthias Aydt | 07/23/2021 | |
| ** 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. | ||