| 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 10X Capital Venture Acquisition Corp [ VCVC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/22/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 07/22/2021 | M | 7,931,250 | A | (1) | 7,931,250 | D(4) | |||
| Class A Common Stock | 07/22/2021 | D | 7,931,250 | D | (2) | 0 | D(4) | |||
| 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 | ||||||||
| Class B Common Stock | (1) | 07/22/2021 | M | 5,031,250 | (1) | (1) | Class A Common Stock | 7,931,250 | (1) | 0 | D(4) | ||||
| Warrants | $11.5 | 07/22/2021 | A(3) | 5,500,000 | 08/21/2021 | 07/22/2026 | Class A Common Stock | 2,250,000 | (4) | 5,500,000 | D(4) | ||||
| Explanation of Responses: |
| 1. On July 22, 2021 (the "Closing Date"), 10X Capital Venture Acquisition Corp., a Delaware corporation ("10X Capital"), and REE Automotive Ltd., a company organized under the laws of the State of Israel ("REE"), consummated their previously announced business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among 10X Capital, REE and Spark Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of REE. On the Closing Date, pursuant to the terms of the Merger Agreement, each outstanding share of Class B common stock of 10X Capital converted into shares of Class A common stock of 10X Capital at a conversion ratio of 1.5763975 shares of Class B common stock for each share of Class A common stock. |
| 2. Pursuant to the terms of the Merger Agreement, on the Closing Date, each outstanding share of Class A common stock of 10X Capital following the conversion described in footnote 1 above converted into the right to receive one newly issued Class A ordinary share of REE. |
| 3. Pursuant to the terms thereof, the exercisability of the warrants was subject to the completion of the Business Combination. The warrants will become exercisable 30 days after the Closing Date. |
| 4. 10X Capital SPAC Sponsor I LLC (the "Sponsor") is the record holder of the securities reported herein. Hans Thomas is the managing member of the Sponsor. Mr. Thomas has voting and investment discretion with respect to the securities held of record by the Sponsor. |
| 10X Capital SPAC Sponsor I, LLC By: /s/ Hans Thomas | 07/26/2021 | |
| /s/ Hans Thomas | 01/22/2021 | |
| ** 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. | ||
