Statement of Changes in Beneficial Ownership (4)
November 22 2021 - 6:05PM
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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3235-0287
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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
*
Fisker Henrik |
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) President & CEO |
(Last)
(First)
(Middle)
C/O FISKER INC., 1888 ROSECRANS AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/18/2021 |
(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)
___ Form filed by One Reporting Person
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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)
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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 | 11/18/2021 | | M(1) | | 488800 | A | $0.06 | 1430318 | I | Held by the Mayfair Trust (2) |
Class A Common Stock | 11/18/2021 | | S(1) | | 254024 | D | $19.8787 (3) | 1176294 | I | Held by the Mayfair Trust (2) |
Class A Common Stock | 11/18/2021 | | S(1) | | 177108 | D | $20.5865 (4) | 999186 | I | Held by the Mayfair Trust (2) |
Class A Common Stock | 11/18/2021 | | S(1) | | 57668 | D | $21.7617 (5) | 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 (right to buy) | $0.06 | 11/15/2021 | | M (1) | | | 488800 | (6) | 12/19/2026 | Class A Common Stock | 488800 | $0.00 | 6910971 | I | Held by the Mayfair Trust (2) |
Stock Option (right to buy) | $0.06 | | | | | | | (6) | 12/19/2026 | Class A Common Stock | 7189995 | | 7189995 | I | Held by the Mayfair Trust (2) |
Explanation of Responses: |
(1) | The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Persons as co-trustees of the Mayfair Trust on August 16, 2021. |
(2) | The Reporting Persons are co-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 $19.32 to $20.315, 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 $20.32 to $21.315, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.32 to $22.30, 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 purchased at each separate price within the range set forth in this footnote. |
(6) | The stock option is fully vested and immediately exercisable. |
Remarks: This Form 4 is being filed jointly by the two Reporting Persons and consolidates holdings that were previously reported separately by each Reporting Person. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Fisker Henrik C/O FISKER INC. 1888 ROSECRANS AVENUE MANHATTAN BEACH, CA 90266 | X |
| President & CEO |
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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/ Henrik Fisker | | 11/22/2021 |
**Signature of Reporting Person | Date |
/s/ Geeta Gupta | | 11/22/2021 |
**Signature of Reporting Person | Date |
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