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)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/21/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 07/23/2021 |
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 | ||||||
| Class A Common Stock | 07/21/2021 | A | 35,560 | A | (1) | 35,560 | D | |||
| Class A Common Stock | 07/21/2021 | A | 20,333(2) | A | $0 | 55,893 | D | |||
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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 | ||||||||
| Earnout Shares | (3) | 07/21/2021 | A | 4,350 | (3) | (3) | Class A Common Stock | 4,350 | (3) | 4,350 | D | ||||
| Explanation of Responses: |
| 1. 1.Pursuant to the Agreement and Plan of Merger, dated January 27, 2021, as amended, by and among Property Solutions Acquisitions Corp. (the "Issuer"), 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"), 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"). On the Closing date, the closing price of the Issuer's common stock was $13.78. Following Closing, the Issuer was renamed "Faraday Future Intelligent Electric Inc." |
| 2. These shares of restricted stock were granted to the Reporting Person upon Closing and vested 90 days after Closing. |
| 3. Pursuant to the terms of the Merger Agreement, the Reporting Person, as an FF shareholder, received these Earnout Shares, each one of which represents the contingent right to acquire one share of the Issuer's Class A common stock if the trading price of the Issuer's Class A common stock reaches certain thresholds. Specifically, the Earnout Shares vest in equal halves if the trading price of Class A 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. 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 will be forfeited. |
| Remarks: |
| This Form 4 amendment is being filed to correct and separately identify (i) the number of shares of Class A common stock the Reporting Person received as consideration under the Merger Agreement upon Closing (the "Merger Consideration Shares"), (ii) the number of restricted shares of Class A common stock the Reporting Person received as an equity grant at Closing (the "Equity Grant Shares"), which had previously been inadvertently aggregated with the Merger Consideration Shares and reported in a single row in Table I of the Form 4 filed on July 23, 2021, and (iii) the number of Earnout Shares the Reporting Person received under the terms of the Merger Agreement at Closing, which had previously been underreported and included in the single row in Table I of the Form 4 filed on July 23, 2021, but is now being reported in Table II. The Equity Grant Shares were also inadvertently re-reported in the Form 4 filed by the Reporting Person on March 8, 2022, and so this Form 4 amendment shall also be deemed to amend and override that Form 4. The adjustments in this Form 4 amendment also impact the Reporting Person's beneficial ownership of Class A common stock as reported in Table I on subsequent Forms 4 that were filed prior to this amendment. The Reporting Person currently beneficially owns 99,925 shares of Class A common stock (excluding Earnout Shares). |
| /s/ Matthias Aydt | 03/21/2023 | |
| ** 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. | ||