| 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)
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2. Issuer Name and Ticker or Trading Symbol
FREYR Battery, Inc. /DE/ [ FREY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Shares of Common Stock | 05/15/2024 | M | 744,431(1) | A | $0.95 | 1,925,757 | D | |||
| Shares of Common Stock | 05/15/2024 | F | 351,845(1) | D | $2.01 | 1,573,912 | D | |||
| Shares of Common Stock | 05/15/2024 | M | 744,431(1) | A | $0.95 | 744,431 | I | By Self as Co-Owner of EDGE Global LLC(2) | ||
| Shares of Common Stock | 05/15/2024 | F | 351,845(1) | D | $2.01 | 392,586 | I | By Self as Co-Owner of EDGE Global LLC(2) | ||
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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 | ||||||||
| Warrants | $0.95 | 05/15/2024 | M | 744,431 | 09/07/2021 | 05/15/2024 | Shares of Common Stock | 744,431 | $0 | 0 | D | ||||
| Warrants | $0.95 | 05/15/2024 | M | 744,431 | 09/07/2021 | 05/15/2024 | Shares of Common Stock | 744,431 | $0 | 0 | I | By Self as Co-Owner of EDGE Global LLC(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On May 15, 2024, the Reporting Persons each exercised warrants to purchase 744,431 shares of common stock of the Issuer through cashless exercise, resulting in the withholding by the Issuer of 351,845 shares (with respect to each Reporting Person) and issuing to each Reporting Person the remaining 392,586 shares, based on the closing price of the Issuer's shares of common stock on May 15, 2024 of $2.01 per share. |
| 2. Mr. Matrai is a co-owner of EDGE Global LLC ("EDGE Global") and disclaims beneficial ownership of the warrants held by EDGE Global except to the extent of his pecuniary interest therein. |
| Remarks: |
| Title: Co-Founder and Co-Managing Partner |
| /s/ Are L. Brautaset, as Attorney-in-Fact | 05/17/2024 | |
| EDGE Global LLC, By: /s/ Are L. Brautaset, as Attorney-in-Fact | 05/17/2024 | |
| ** 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. | ||
