| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/19/2021 | 3. Issuer Name and Ticker or Trading Symbol Wejo Group Ltd [ WEJO ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 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) |
| Common Shares | 10,323,349(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Earnout Shares | (2) | (2) | Common Shares | 772,043 | (2) | D | |
| Explanation of Responses: |
| 1. Represents (a) 8,444,345 Common Shares and (b) 1,879,004 restricted share units (that settle for Common Shares), 50% of which will vest on each of May 19, 2023 and May 19, 2024, subject to the terms of the applicable award agreement. |
| 2. Pursuant to the Agreement and Plan of Merger, dated as of May 28, 2021, among the Issuer and certain other parties (the "Agreement"), the Reporting Person has the contingent right to receive a pro rata amount of Common Shares in each of four earnout periods, if at any time during the seven year period following November 18, 2021, the volume weighted average price of a Common Share is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $15.00 for the first earnout period; $18.00 for the second earnout period; $21.00 for the third earnout period; and $24.00 for fourth earnout period, as adjusted pursuant to the Agreement. |
| Remarks: |
| Exhibit 24 - Power of Attorney, incorporated herein by reference |
| By: /s/ Mina Bhama, as attorney in fact for Richard Barlow | 11/19/2021 | |
| ** 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. | ||
