Statement of Changes in Beneficial Ownership (4)
June 11 2021 - 7:23PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Gupta Geeta |
2. Issuer Name and Ticker or Trading Symbol
Fisker Inc./DE
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FSR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O FISKER INC., 1888 ROSECRANS AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/9/2021 |
(Street)
MANHATTAN BEACH, CA 90266
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ 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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 6/10/2021 | | M | | 539956 | A | $0.06 | 1481474 (1) | I | Held by the Mayfair Trust (2) |
Class A Common Stock | 6/10/2021 | | S | | 539956 | D | $17.7909 (3) | 941518 | I | Held by the Mayfair Trust (2) |
Class A Common Stock | 6/11/2021 | | M | | 22000 | A | $0.06 | 963518 | I | Held by the Mayfair Trust (2) |
Class A Common Stock | 6/11/2021 | | S | | 22000 | D | $18.6978 (4) | 941518 | I | Held by the Mayfair Trust (2) |
Table II - Derivative Securities 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 | 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 of Derivative Security: 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 | $0.06 | 6/9/2021 | | G |
V
| 730989 | | (5) | 4/26/2027 | Class A Common Stock | 730989 | $0.00 | 730989 | I | Held by the Mayfair Trust (6) |
Stock Option | $0.06 | 6/9/2021 | | G |
V
| 7189995 | | (5) | 12/19/2026 | Class A Common Stock | 7189995 | $0.00 | 7189995 | I | Held by the Mayfair Trust (6) |
Stock Option | $0.06 | 6/10/2021 | | M | | | 539956 | (5) | 12/19/2026 | Class A Common Stock | 539956 | $0.00 | 7421771 | I | Held by the Mayfair Trust (2) |
Stock Option | $0.06 | 6/11/2021 | | M | | | 22000 | (5) | 12/19/2026 | Class A Common Stock | 22000 | $0.00 | 7399771 | I | Held by the Mayfair Trust (2) |
Explanation of Responses: |
(1) | Includes shares previously held by HF Holdco, LLC which have been transferred into the Mayfair Trust. |
(2) | The Reporting Person and her spouse are the trustees of the Mayfair Trust. |
(3) | The price reported herein is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.44 to $18.37, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(4) | The price reported herein is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.365 to $18.89, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(5) | The stock option is fully vested and immediately exercisable. |
(6) | On June 9, 2021, the Reporting Person's spouse transferred this stock option to the Mayfair Trust, of which the Reporting Person and her spouse are the trustees. |
Remarks: The sales reported on this Form 4 reflect the aggregate sales of stock underlying options formerly held by both Dr. Gupta and Mr. Fisker. Each of Dr. Gupta and Mr. Fisker have an indirect interest in the Mayfair Trust and have therefore each filed Form 4s with this information, but the sales are aggregated and not for each individually. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gupta Geeta C/O FISKER INC. 1888 ROSECRANS AVENUE MANHATTAN BEACH, CA 90266 | X |
| Chief Financial Officer |
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Signatures
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/s/ Geeta Gupta | | 6/11/2021 |
**Signature of Reporting Person | Date |
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