Annual Statement of Changes in Beneficial Ownership (5)
February 16 2021 - 6:08PM
Edgar (US Regulatory)
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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).
[X]
Form 3 Holdings Reported
[X]
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0362
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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
*
Milton Trevor R. | 2. Issuer Name and Ticker or Trading SymbolNikola Corp [NKLA] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
P.O. BOX 50608 | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2020 |
(Street)
PHOENIX, AZ 85076
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form Filed by One Reporting Person
_X_ Form Filed by More than One Reporting Person
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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. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. 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) |
Amount | (A) or (D) | Price |
Common Stock | 12/1/2020 | | X4 (1)(2) | 1202481 | D | $1.06 | 87198142 | I | By M&M Residual, LLC (3) |
Common Stock | 12/2/2020 | | X4 (1)(2) | 282363 | D | $1.06 | 86915779 | I | By M&M Residual, LLC (3) |
Common Stock | 12/3/2020 | | X4 (1)(2) | 196663 | D | $1.06 | 86719116 | I | By M&M Residual, LLC (3) |
Common Stock | 12/4/2020 | | X4 (1)(2) | 10000 | D | $1.06 | 86709116 | I | By M&M Residual, LLC (3) |
Common Stock | 12/7/2020 | | X4 (1)(2) | 161763 | D | $1.06 | 86547353 | I | By M&M Residual, LLC (3) |
Common Stock | 12/8/2020 | | X4 (1)(2) | 209000 | D | $1.06 | 86338353 | I | By M&M Residual, LLC (3) |
Common Stock | 12/10/2020 | | X4 (1)(2) | 20000 | D | $1.06 | 86318353 | I | By M&M Residual, LLC (3) |
Common Stock | 12/11/2020 | | X4 (1)(2) | 50000 | D | $3.59 | 86268353 | I | By M&M Residual, LLC (3) |
Common Stock | 12/11/2020 | | X4 (1)(2) | 230155 | D | $1.06 | 86038198 | I | By M&M Residual, LLC (3) |
Common Stock | 12/14/2020 | | X4 (1)(2) | 20000 | D | $1.06 | 86018198 | I | By M&M Residual, LLC (3) |
Common Stock | 12/15/2020 | | X4 (1)(2) | 100000 | D | $1.06 | 85918198 | I | By M&M Residual, LLC (3) |
Common Stock | 12/16/2020 | | X4 (1)(2) | 70806 | D | $1.06 | 85847392 | I | By M&M Residual, LLC (3) |
Common Stock | 12/17/2020 | | X4 (1)(2) | 48000 | D | $1.06 | 85799392 | I | By M&M Residual, LLC (3) |
Common Stock | 12/31/2020 | | G (4) | 1500000 | D | $0 | 84299392 | I | By M&M Residual, LLC (3) |
Common Stock | | | | | | | 600000 (5) | D | |
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 Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Founder Stock Options (Obligation to Sell) | $1.06 | | | 3 (1)(6) | | | 6/3/2020 | 12/31/2028 | Common Stock | 5644831 | | 5644831 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $3.59 | | | 3 (1)(6) | | | 6/3/2020 | 12/31/2028 | Common Stock | 180155 | | 180155 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $9.67 | | | 3 (1)(6) | | | 6/3/2020 | 12/31/2028 | Common Stock | 180153 | | 180153 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $1.06 | 12/1/2020 | | X4
(1)(7) | | 1202481 | 6/3/2020 | 12/31/2028 | Common Stock | 1202481 | $0 | 4442350 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $1.06 | 12/2/2020 | | X4
(1)(7) | | 282363 | 6/3/2020 | 12/31/2028 | Common Stock | 282363 | $0 | 4159987 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $1.06 | 12/3/2020 | | X4
(1)(7) | | 196663 | 6/3/2020 | 12/31/2028 | Common Stock | 196663 | $0 | 3963324 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $1.06 | 12/4/2020 | | X4
(1)(7) | | 10000 | 6/3/2020 | 12/31/2028 | Common Stock | 10000 | $0 | 3953324 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $1.06 | 12/7/2020 | | X4
(1)(7) | | 161763 | 6/3/2020 | 12/31/2028 | Common Stock | 161763 | $0 | 3791561 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $1.06 | 12/8/2020 | | X4
(1)(7) | | 209000 | 6/3/2020 | 12/31/2028 | Common Stock | 209000 | $0 | 3582561 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $1.06 | 12/10/2020 | | X4
(1)(7) | | 20000 | 6/3/2020 | 12/31/2028 | Common Stock | 20000 | $0 | 3562561 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $1.06 | 12/11/2020 | | X4
(1)(7) | | 230155 | 6/3/2020 | 12/31/2028 | Common Stock | 230155 | $0 | 3332406 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $3.59 | 12/11/2020 | | X4
(1)(7) | | 50000 | 6/3/2020 | 12/31/2028 | Common Stock | 50000 | $0 | 130155 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $1.06 | 12/14/2020 | | X4
(1)(7) | | 20000 | 6/3/2020 | 12/31/2028 | Common Stock | 20000 | $0 | 3312406 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $1.06 | 12/15/2020 | | X4
(1)(7) | | 100000 | 6/3/2020 | 12/31/2028 | Common Stock | 100000 | $0 | 3212406 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $1.06 | 12/16/2020 | | X4
(1)(7) | | 70806 | 6/3/2020 | 12/31/2028 | Common Stock | 70806 | $0 | 3141600 | I | By M&M Residual, LLC (3) |
Founder Stock Options (Obligation to Sell) | $1.06 | 12/17/2020 | | X4
(1)(7) | | 48000 | 6/3/2020 | 12/31/2028 | Common Stock | 48000 | $0 | 3093600 | I | By M&M Residual, LLC (3) |
Option to Purchase (Obligation to Sell) | $10.4 | | | 3 (8) | | | 12/1/2020 | 12/7/2020 | Common Stock | 220125 | | 220125 | I | By M&M Residual, LLC (3) |
Option to Purchase (Obligation to Sell) | $10.4 | 12/3/2020 | | X4
(9) | | 220125 | 12/1/2020 | 12/7/2020 | Common Stock | 220125 | $0 | 0 | I | By M&M Residual, LLC (3) |
Option to Purchase (Obligation to Sell) | $27.5 | | | 3 (8) | | | 12/3/2020 | 12/11/2020 | Common Stock | 654545 | | 654545 | I | By M&M Residual, LLC (3) |
Option to Purchase (Obligation to Sell) | $27.5 | 12/11/2020 | | E4
(10) | | 654545 | 12/3/2020 | 12/11/2020 | Common Stock | 654545 | $0 | 0 | I | By M&M Residual, LLC (3) |
Option to Purchase (Obligation to Sell) | $31.37 | | | 3 (8) | | | 10/30/2020 | 11/29/2020 | Common Stock | 270960 | | 270960 | I | By M&M Residual, LLC (3) |
Option to Purchase (Obligation to Sell) | $31.37 | 12/31/2020 | | E4
(11) | | 270960 | 12/1/2020 | 12/31/2020 | Common Stock | 270960 | $0 | 0 | I | By M&M Residual, LLC (3) |
Explanation of Responses: |
(1) | As previously reported on the Schedule 13D filed on June 3, 2020 by the reporting persons, prior to June 3, 2020, M&M Residual, LLC ("M&M") issued 3,158,949 stock options to recognize the superior performance and contribution of specified employees of Nikola Subsidiary Corporation (f/k/a Nikola Corporation) ("Legacy Nikola") pursuant to Legacy Nikola's Founder Stock Option Plan (the "Founder Stock Options"). On June 3, 2020, as a result of the closing of the business combination between Legacy Nikola and Nikola Corporation (f/k/a VectoIQ Acquisition Corp.)("Nikola"), the previously issued Founder Stock Options became exercisable by the employees for a total of 6,005,139 shares of Common Stock of Nikola ("Common Stock") held by M&M. |
(2) | The reported transactions represent the disposition of Common Stock held by M&M upon the exercise by current and former Nikola employees of the Founder Stock Options that M&M previously granted to the employees. |
(3) | As manager of M&M, Mr. Milton may be deemed to indirectly beneficially own securities held by such entity. |
(4) | The reported transaction represents a charitable contribution of Common Stock held by M&M. |
(5) | The reported holdings represent Common Stock issuable on or prior to March 15, 2021 upon settlement of a restricted stock unit that Nikola previously granted to Mr. Milton in connection with his employment. |
(6) | The reported holdings represent the Founder Stock Options that M&M Residual, LLC previously granted to Nikola employees. |
(7) | The reported transactions represent the exercise by current and former Nikola employees of Founder Stock Options that M&M previously granted to the employees. |
(8) | The reported holdings represent options to purchase that M&M previously granted to the selling parties in connection with transactions for the purchase of real estate. |
(9) | The reported transaction represents the exercise of an option to purchase that M&M previously granted to the selling parties in connection with transactions for the purchase of real estate. |
(10) | The reported transaction represents the expiration without exercise of an option to purchase that M&M previously granted to the selling parties in connection with transactions for the purchase of real estate. |
(11) | The reported transaction represents the expiration without exercise of an option to purchase that M&M previously granted to the selling parties in connection with transactions for the purchase of real estate and later corrected to permit the holder to exercise the option following the expiration of the insider lock-up period on December 1, 2020. |
Remarks: This Form 5 is filed jointly by Trevor R. Milton and M&M Residual, LLC. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Milton Trevor R. P.O. BOX 50608 PHOENIX, AZ 85076 |
| X |
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M&M Residual, LLC P.O. BOX 50608 PHOENIX, AZ 85076 |
| X |
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Signatures
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/s/ Trevor R. Milton | | 2/16/2021 |
**Signature of Reporting Person | Date |
M&M Residual, LLC /s/ Trevor R. Milton Name: Trevor R. Milton Title: Manager | | 2/16/2021 |
**Signature of Reporting Person | Date |
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