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 Nikola Corp [ NKLA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/10/2020 | ||||||||||||||||||||||||||
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 | 09/10/2020 | J(1) | 3,520,370(2) | D | $0 | 0 | I | By Thompson Nikola II, LLC | ||
Common Stock | 09/10/2020 | J(1) | 3,805,519 | D | $0 | 13,144,216 | I | By Legend Capital Partners(3) | ||
Common Stock | 09/10/2020 | J(1) | 5,674,485(4) | D | $0 | 0 | I | By Thompson Nikola, LLC |
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 |
Explanation of Responses: |
1. On September 10, 2020 (i) Thompson Nikola, LLC, a Tennessee limited liability company ("Thompson Nikola"), made a pro rata distribution (for no consideration) of 2,479,750 shares of the Issuer's Common Stock to certain of its members, (ii) Thompson Nikola II, LLC, a Tennessee limited liability company ("Thompson Nikola II") made a pro rata distribution (for no consideration) of 2,164,442 shares of the Issuer's Common Stock to certain of its members, and (iii) Legend Capital Partners, a Tennessee general partnership ("Legend"), made a pro rata distribution (for no consideration) of 3,805,519 shares of the Issuer's Common Stock to certain of its partners (collectively, the "Distributions"). On September 11, 2020 each of Thompson Nikola and Thompson Nikola II were merged with and into Legend, thereby consolidating in Legend the ownership of 13,144,216 shares of the Issuer's Common Stock that were not distributed in the Distributions. |
2. Originally owned by Thompson Nikola II, of which Mr. Thompson was President. |
3. As the Managing Partner of Legend, Mr. Thompson may be deemed to indirectly beneficially own shares owned by Legend and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
4. Originally owned by Thompson Nikola, of which Mr. Thompson was President. |
Remarks: |
/s/ Britton M. Worthen, Attorney-in-fact | 09/16/2020 | |
** 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. |