Statement of Beneficial Ownership (sc 13d)
August 05 2020 - 6:07AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
|
|
Washington, D.C. 20549
|
|
|
|
SCHEDULE 13D
|
|
Under the Securities Exchange Act of 1934
|
(Amendment No. __)*
|
|
Nikola Corporation
|
(Name of Issuer)
|
|
Common Stock,
par value $0.0001 per share
|
(Title of Class of Securities)
|
|
654110105
|
(CUSIP Number)
|
|
Anne T. Sullivan
|
Inclusive Capital Partners, L.P.
|
572 Ruger Street, Suite B
|
San Francisco, CA 94129
|
|
Eleazer Klein, Esq.
|
Adriana Schwartz, Esq.
|
Schulte Roth & Zabel LLP
|
919 Third Avenue
|
New York, NY 10022
|
(212) 756-2000
|
(Name, Address and Telephone Number of Person
|
Authorized to Receive Notices and Communications)
|
|
July 31,
2020
|
(Date of Event Which Requires Filing of This Statement)
|
|
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. ¨
(Page 1 of 8 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 654110105
|
SCHEDULE 13D
|
Page 2 of 8 Pages
|
1
|
NAME OF REPORTING PERSON
Inclusive Capital Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
11,675,437
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
11,675,437
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,675,437
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
|
14
|
TYPE OF REPORTING PERSON
PN, IA
|
|
|
|
|
|
CUSIP No. 654110105
|
SCHEDULE 13D
|
Page 3 of 8 Pages
|
1
|
NAME OF REPORTING PERSON
Jeffrey W. Ubben
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
8,686,587
|
8
|
SHARED VOTING POWER
11,675,437
|
9
|
SOLE DISPOSITIVE POWER
8,686,587
|
10
|
SHARED DISPOSITIVE POWER
11,675,437
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,362,024
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 654110105
|
SCHEDULE 13D
|
Page 4 of 8 Pages
|
Item 1.
|
SECURITY AND ISSUER
|
|
|
|
This statement on Schedule 13D (the "Schedule 13D") relates to the shares of Common Stock, par value $0.0001 per share (the "Shares"), of Nikola Corporation, a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 4141 E Broadway Road, Phoenix, AZ 85040.
|
Item 2.
|
IDENTITY AND BACKGROUND
|
|
|
(a)-(c), (f)
|
This Schedule 13D is being jointly filed
by (i) Inclusive Capital Partners, L.P., a Delaware limited partnership ("In-Cap"), and (ii) Mr. Jeffrey W. Ubben,
a United States citizen ("Mr. Ubben"). In-Cap and Mr. Ubben are sometimes also referred to herein individually
as a "Reporting Person" and collectively as the "Reporting Persons".
In-Cap and Inclusive Capital Partners
Spring Fund Manager, L.L.C., a Delaware limited liability company ("In-Cap Spring Fund Manager"), have been granted
investment and voting discretion over the investments, including the Shares, held by Inclusive Capital Partners Spring Master Fund,
L.P. (f/k/a ValueAct Spring Master Fund, L.P.), a British Virgin Islands limited partnership ("In-Cap Spring Master Fund").
In-Cap acts as investment manager to In-Cap Spring Master Fund. The managing member of In-Cap Spring Fund Manager is Inclusive
Capital Partners Holdco, L.P., a Delaware limited partnership ("In-Cap Holdco"). In-Cap is the GP of In-Cap Holdco.
Inclusive Capital Partners, L.L.C., a Delaware limited liability company ("In-Cap LLC"), is the GP of In-Cap.
Mr. Ubben is the controlling member of the management committee of In-Cap LLC.
Mr. Ubben is the managing member of
Spring NM, LLC (f/k/a VA Spring NM, LLC), a Delaware limited liability company, ("Spring NM") and has investment
and voting discretion over the Shares held by Spring NM.
In-Cap Spring Fund Manager, In-Cap Holdco and
In-Cap LLC are sometimes also referred to herein individually as an "Instruction C Person" and collectively as
the "Instruction C Persons". To the best of each of the Reporting Person's knowledge, none of the Instruction
C Persons owns any Shares, has transacted in the Shares in the past 60 days, or is party to any contract or agreement that would
require disclosure in this Schedule 13D.
|
|
|
|
The filing of this statement should not be construed in and of itself as an admission by the Reporting Persons or Instruction C Persons as to beneficial ownership of the securities reported herein.
|
|
|
|
The address of the business office of each of the Reporting Persons and Instruction C Persons is 572 Ruger Street, Suite B, San Francisco, CA 94129.
|
|
|
CUSIP No. 654110105
|
SCHEDULE 13D
|
Page 5 of 8 Pages
|
(d)-(e)
|
During the last five (5) years, none of the Reporting Persons or the Instruction C Persons has: (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
Item 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
|
|
|
The source of funds used to acquire the Issuer's securities was the working capital of In-Cap Spring Master Fund and Spring NM. The aggregate purchase price of the Shares held by In-Cap Spring Master Fund was approximately $87,389,139. The aggregate purchase price of the Shares held by Spring NM was approximately $66,186,350.
|
Item 4.
|
PURPOSE OF TRANSACTION
|
|
|
|
The Shares to which this Schedule 13D relates were initially acquired by In-Cap Spring Master Fund and Spring NM in the merger between legacy Nikola Corporation and the Issuer (formerly, VectoIQ Acquisition Corp.)
Mr. Ubben is a member of the board of
directors of the Issuer.
The Reporting Persons have
had and anticipate having further discussions with officers and directors of the Issuer in connection with the Reporting Persons'
investment in the Issuer. The topics of these conversations have covered and will cover a range of issues, including those relating
to the business of the Issuer, management, board composition, investor communications, operations, capital allocation, dividend
policy, financial condition, mergers and acquisitions strategy, overall business strategy, executive compensation, corporate governance
and environmental and social matters related to the Issuer's business and stakeholders. The Reporting Persons may also have similar
conversations with other stockholders or other interested parties, such as industry analysts, existing or potential strategic
partners or competitors, investment professionals and other investors and may exchange information with any such persons or the
Issuer pursuant to appropriate confidentiality or similar agreements (which may contain customary standstill provisions). The
Reporting Persons may at any time reconsider and change their intentions relating to the foregoing. The Reporting Persons may
also take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss or propose
such actions with the Issuer's management and the board of directors of the Issuer,
|
|
|
CUSIP No. 654110105
|
SCHEDULE 13D
|
Page 6 of 8 Pages
|
|
other stockholders of the Issuer, and other
interested parties, such as those set out above. The Reporting Persons intend to review their investments in the Issuer on a continuing
basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, the
outcome of the discussions and actions referenced above, actions taken by the Issuer's board of directors, price levels of the
Shares, liquidity requirements and other investment opportunities available to the Reporting Persons, conditions in the securities
market and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their
investment position in the Issuer as they deem appropriate, including, without limitation, purchasing additional Shares or other
instruments that are based upon or relate to the value of the Shares or the Issuer in the open market or otherwise, selling some
or all of the securities reported herein, and/or engaging in hedging or similar transactions with respect to the Shares.
|
Item 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
|
|
(a)
|
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentages of the Shares beneficially owned by each Reporting Person. The percentages used in this Schedule 13D are calculated based upon 360,904,478 Shares outstanding as of June 3, 2020 as reported in the Issuer's Registration Statement on Form S-1 filed by the Issuer with the Securities and Exchange Commission (the "SEC") on July 17, 2020.
|
|
|
(b)
|
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
|
|
|
(c)
|
No transactions in the Shares have been effected by the Reporting Persons during the past sixty (60) days.
|
|
|
(d)
|
No person other than the Reporting Persons, the Instruction C Persons, In-Cap Spring Master Fund and Spring NM is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares held by In-Cap Spring Master Fund and Spring NM.
|
|
|
(e)
|
Not applicable.
|
CUSIP No. 654110105
|
SCHEDULE 13D
|
Page 7 of 8 Pages
|
Item
6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
|
|
|
|
On March 2, 2020, In-Cap Spring Master Fund
entered into a Subscription Agreement with the Issuer (the "Subscription Agreement"), the form of which is attached
as Exhibit 10.1 to the Issuer's Form S-1/A filed on July 1, 2020, and is incorporated herein by reference.
On June 3, 2020, In-Cap Spring Master Fund
and Spring NM each entered into a Registration Rights and Lock-up Agreement with the Issuer and the parties listed on Schedule
A thereto (the "Registration Rights and Lock-up Agreement"), which is attached as Exhibit 4.4 to the Issuer's
Form S-1/A filed with the SEC on July 1, 2020, and is incorporated herein by reference.
Except as otherwise described in this Schedule
13D there are, no contracts, arrangements, understandings or similar relationships with respect to the securities of the Issuer
between any of the Reporting Persons or Instruction C Persons and any other person or entity.
|
Item 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
|
|
Exhibit A:
|
Joint Filing Agreement, dated August 4, 2020
|
|
|
Exhibit B:
|
Subscription Agreement (incorporated herein by reference to Exhibit 10.1 of the Issuer's Form S-1/A filed with the SEC on July 1, 2020).
|
|
|
Exhibit C:
|
Registration Rights and Lock-up Agreement (incorporated herein by reference to Exhibit 4.4 of the Issuer's Form S-1/A filed with the SEC on July 1, 2020).
|
CUSIP No. 654110105
|
SCHEDULE 13D
|
Page 8 of 8 Pages
|
SIGNATURES
After reasonable inquiry
and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: August 4, 2020
|
Inclusive Capital Partners, L.P.
|
|
|
|
|
By:
|
/s/ Anne T. Sullivan
|
|
Name:
|
Anne T. Sullivan
|
|
Title:
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
/s/ Jeffrey W. Ubben
|
|
JEFFREY W. UBBEN
|
|
|
|
|
|
|
Exhibit A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13(d)-1(k)
The undersigned acknowledge and agree that
the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Date: August 4, 2020
|
Inclusive Capital Partners, L.P.
|
|
|
|
|
By:
|
/s/ Anne T. Sullivan
|
|
Name:
|
Anne T. Sullivan
|
|
Title:
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
/s/ Jeffrey W. Ubben
|
|
JEFFREY W. UBBEN
|
|
|
|
|
|
|
Nikola (NASDAQ:NKLA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Nikola (NASDAQ:NKLA)
Historical Stock Chart
From Apr 2023 to Apr 2024