| 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 Qell Acquisition Corp [ QELLU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 09/14/2021 | ||||||||||||||||||||||||||
| 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 Ordinary Shares | 09/14/2021 | M | 6,796,055(1) | A | $0.00 | 6,796,055(2) | I | See Footnote(3) | ||
| Class A Ordinary Shares | 09/14/2021 | J(4) | 6,796,055 | D | $0.00 | 0 | I | See Footnote(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 | ||||||||
| Class B Ordinary Shares | (1) | 09/14/2021 | 09/14/2021 | M | 8,625,000 | (1) | (1) | Class A Ordinary Shares | 8,625,000 | (1) | 0 | I | See Footnote(3) | ||
| Explanation of Responses: |
| 1. The shares automatically converted into Class A ordinary shares per the terms outlined in the Business Combination Agreement dated as of March 30, 2021, by and among the Issuer, Lilium GmbH, Lilium B.V. and Queen Cayman Merger LLC. The Business Combination closed on September 14, 2021. |
| 2. The total number reported in this column includes the forfeiture of 1,828,945 Class B Ordinary Shares pursuant to a Sponsor Letter Agreement. |
| 3. These shares are held by Qell Partners II LLC ("Sponsor") of which the Reporting Person is the manager. As such, the Reporting Person has voting and investment discretion and may be deemed to have beneficial ownership with respect to the Class A ordinary Shares and the Class B ordinary shares held by Sponsor. The Reporting Person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly |
| 4. These shares were automatically converted into Class A ordinary shares of Lilium N.V.(Nasdaq symbol "LILM") in connection with the Business Combination that closed on September 14, 2021 |
| /s/ Barry Engle, attorney-in-fact | 09/17/2021 | |
| ** 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. | ||
