| 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 Romeo Power, Inc. [ RMO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/29/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Stock Option (right to buy) | $1.56 | 12/29/2020 | A | 99,510 | (2)(10) | 10/29/2029 | Common stock, par value $0.0001 per share ("Common Stock") | 99,510 | (1)(2) | 99,510 | D | ||||
| Stock Option (right to buy) | $1.56 | 12/29/2020 | A | 40,480 | (3)(10) | 10/29/2029 | Common Stock | 40,480 | (1)(3) | 40,480 | D | ||||
| Stock Option (right to buy) | $6.08 | 12/29/2020 | A | 4,469 | (4)(11) | 09/16/2030 | Common Stock | 4,469 | (1)(4) | 4,469 | D | ||||
| Stock Option (right to buy) | $6.08 | 12/29/2020 | A | 969,371 | (5)(11) | 09/16/2030 | Common Stock | 969,371 | (1)(5) | 969,371 | D | ||||
| Stock Option (right to buy) | $6.09 | 12/29/2020 | A | 11,947 | (6)(12) | 11/15/2028 | Common Stock | 11,947 | (1)(6) | 11,947 | D | ||||
| Stock Option (right to buy) | $6.09 | 12/29/2020 | A | 170,648 | (7)(12) | 11/15/2028 | Common Stock | 170,648 | (1)(7) | 170,648 | D | ||||
| Stock Option (right to buy) | $4.09 | 12/29/2020 | A | 39,809 | (8)(12) | 02/20/2027 | Common Stock | 39,809 | (1)(8) | 39,809 | D | ||||
| Stock Option (right to buy) | $4.09 | 12/29/2020 | A | 2,797 | (9)(12) | 02/20/2027 | Common Stock | 2,797 | (1)(9) | 2,797 | D | ||||
| Explanation of Responses: |
| 1. Received pursuant to the Agreement and Plan of Merger, dated as of October 5, 2020, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of November 18, 2020 (as amended, the "Merger Agreement"), by and among Romeo Power, Inc. (f/k/a RMG Acquisition Corp.) (the "Issuer"), RMG Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Romeo Systems, Inc. ("Legacy Romeo"), pursuant to which Merger Sub merged with and into Legacy Romeo, with Legacy Romeo surviving the merger (the "Merger"). As a result, Legacy Romeo became a wholly-owned subsidiary of the Issuer, with the stockholders of Legacy Romeo becoming stockholders of the Issuer. |
| 2. 58,047 shares of this option have vested and are exercisable. This option was received in the Merger in exchange for an option to purchase 817,463 shares of Class A common stock of Legacy Romeo. |
| 3. 23,613 shares of this option have vested and are exercisable. This option was received in the Merger in exchange for an option to purchase 332,537 shares of Class A common stock of Legacy Romeo. |
| 4. 1,117 shares of this option have vested and are exercisable. This option was received in the Merger in exchange for an option to purchase 36,711 shares of Class A common stock of Legacy Romeo. |
| 5. 242,343 shares of this option have vested and are exercisable. This option was received in the Merger in exchange for an option to purchase 7,963,289 shares of Class A common stock of Legacy Romeo. |
| 6. This option is fully vested and exercisable. This option was received in the Merger in exchange for an option to purchase 98,142 shares of Class A common stock of Legacy Romeo. |
| 7. This option is fully vested and exercisable. This option was received in the Merger in exchange for an option to purchase 1,401,858 shares of Class A common stock of Legacy Romeo. |
| 8. This option is fully vested and exercisable. This option was received in the Merger in exchange for an option to purchase 327,027 shares of Class A common stock of Legacy Romeo. |
| 9. This option is fully vested and exercisable. This option was received in the Merger in exchange for an option to purchase 22,973 shares of Class A common stock of Legacy Romeo. |
| 10. 1/36th of these options vest monthly. |
| 11. 1/12th of these options vest monthly. |
| 12. One-third of these options vest on the first year anniversary of the grant date, and 1/36th of these options vest monthly thereafter. |
| /s/ Lauren Webb, Attorney-in-fact | 12/31/2020 | |
| ** 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. | ||
