Embark Technology (EMBK) Form 3 Embark Technology / Brandon Moak ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Moak Brandon

(Last) (First) (Middle)

C/O EMBARK TECHNOLOGY, INC.

424 TOWNSEND STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2021

3. Issuer Name and Ticker or Trading Symbol
Embark Technology, Inc. [ EMBK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Tech Officer/Co-Founder

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	37,044,649	(1)	I	By Brandon Moak Living Trust
Restricted Stock Units	(2)	(2)	Class A Common Stock	15,650,321	(3)	D

Explanation of Responses:

1. Shares of the Class B Common Stock may be converted into shares of Class A common stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date.

2. Restricted Stock Units ("RSUs") vest based on the Issuer's stock price performance over a performance period beginning on the first anniversary of the business combination of NGA and Embark Trucks, and ending on the tenth anniversary of the grant date, subject to satisfying certain service-based conditions. The award will vest, if at all, in six equal tranches based on the Issuer's stock price exceeding certain thresholds. Any portion of the award that has not been earned by the tenth anniversary of the award grant date will be forfeited.

3. Each RSU represents a contingent right to receive a Class A Common Stock of the Issuer.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Siddhartha Venkatesan, Attorney-in-fact for Brandon Moak	11/18/2021
	** 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 5 (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.