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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Aeva Technologies, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
00835Q202 (CUSIP Number) |
Soroush Salehian Dardashti c/o Aeva Technologies, Inc., 555 Ellis Street Mountain View, CA, 94043 650-481-7070 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/05/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 00835Q202 |
| 1 |
Name of reporting person
Soroush Salehian Dardashti | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,919,559.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 138,770 shares of common stock, par value $0.0001 per share (Common Stock) of the Issuer (as defined in Item 1 below) held of record by Soroush Salehian Dardashti (the Reporting Person) directly, (ii) 3,964,808 shares of Common Stock held of record by a trust for the benefit of the Reporting Person (the Trust), (iii) 738,776 shares of Common Stock underlying stock options exercisable within 60 days of the date of this Statement held by the Reporting Person and (iv) 77,205 shares of Common Stock underlying restricted stock units expected to settle within 60 days of the date of this Statement held by the Reporting Person. The Reporting Person has sole voting, investment and dispositive power with respect to the shares held by the Trust. Excludes 779,412 shares of Common Stock underlying restricted stock units not expected to settle within 60 days.
Ownership percentage based on 55,529,669 shares, which is the sum of (i) 54,713,688 shares of Common Stock of the Issuer outstanding as of March 1, 2025, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (the Commission) on March 21, 2025, plus (ii) 738,776 shares of Common Stock underlying stock options exercisable within 60 days of the date of this Statement held by the Reporting Person and (iii) 77,205 shares of Common Stock underlying restricted stock units expected to settle within 60 days of the date of this Statement held by the Reporting Person.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Aeva Technologies, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
555 Ellis Street, Mountain View,
CALIFORNIA
, 94043. |
| Item 2. | Identity and Background |
| (a) | Soroush Salehian Dardashti |
| (b) | The business address of the Reporting Person is c/o Aeva Technologies, Inc., 555 Ellis Street, Mountain View, CA 94043 |
| (c) | The Reporting Person's present principal occupation is Chief Executive Officer of the Issuer. |
| (d) | During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Person is not, nor during the last five years has been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
See Item 5 below. | |
| Item 4. | Purpose of Transaction |
Except as described herein, neither the Reporting Person nor any affiliated trusts or entities has any present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person and the Trust reserve the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4.
The Reporting Person and the Trust hold the securities of the Issuer for general investment purposes. The Reporting Person, and the Trust reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock or other securities of the Issuer, dispose of some or all of the shares of Common Stock or other securities of the Issuer that it may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 trading plans). | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Items 7-11 and 13 of the cover pages of this Statement for the Reporting Person and Item 2 above. |
| (b) | See Items 7-11 and 13 of the cover pages of this Statement for the Reporting Person and Item 2 above. |
| (c) | Following is a description of the transactions in securities of the Issuer by the Reporting Person since the sixtieth day prior to the date of the event requiring the filing of this Statement: On September 3, 2024, pursuant to a previously adopted Rule 10b5-1 trading plan, the Trust sold 85,601 shares of Common Stock at a weighted-average price of $2.8435 for aggregate sale proceeds of $243,406.44. On September 4, 2024, pursuant to a previously adopted Rule 10b5-1 trading plan, the Trust sold 124,721 shares of Common Stock at a weighted-average price of $2.5772 for aggregate sale proceeds of $321,430.96. On September 5, 2024, pursuant to a previously adopted Rule 10b5-1 trading plan, the Trust sold 49,678 shares of Common Stock at a weighted-average price of $2.5458 for aggregate sale proceeds of $126,470.25. On November 4, 2024, 38,603 shares of Common Stock were withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement upon vesting of restricted stock units held by the Reporting Person. On December 2, 2024, pursuant to a previously adopted Rule 10b5-1 trading plan, the Trust sold 107,795 shares of Common Stock at a weighted-average price of $4.4945 for aggregate sale proceeds of $484,484.63. On December 3, 2024, pursuant to a previously adopted Rule 10b5-1 trading plan, the Trust sold 132,205 shares of Common Stock at a weighted-average price of $4.3497 for aggregate sale proceeds of $575,052.09. |
| (d) | Except as reported in this Statement, no other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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