Statement of Changes in Beneficial Ownership (4)
February 10 2021 - 7:39AM
Edgar (US Regulatory)
FORM 4
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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).
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
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HAMAMOTO DAVID T |
2. Issuer Name and Ticker or Trading Symbol
Lordstown Motors Corp.
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RIDE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O LORDSTOWN MOTORS CORP., 2300 HALLOCK YOUNG ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/5/2021 |
(Street)
LORDSTOWN, OH 44481
(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 | | | | | | | | 2402739 | I | See Footnote (1) |
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 |
Restricted Stock Units | $0.00 | 2/5/2021 | | A | | 6164 | | (2) | (2) | Class A Common Stock | 6164 | $0.00 | 6164 | D | |
Restricted Stock Units | $0.00 | 2/5/2021 | | A | | 6164 | | (3) | (3) | Class A Common Stock | 6164 | $0.00 | 6164 | D | |
Warrant (Right to Buy) | $11.50 | | | | | | | 11/22/2020 | 10/23/2025 | Class A Common Stock | 1826396 | | 1826396 | I | See Footnote (1) |
Explanation of Responses: |
(1) | 800,913 shares of Class A Common Stock and 608,799 warrants are owned by DiamondHead Partners LLC ("DiamondHead Partners") and 1,601,826 shares of Class A Common Stock and 1,217,597 warrants are owned by David T. Hamamoto GRAT 2019 - SPAC (the "GRAT"), which is a grantor-retained annuity trust. The Reporting Person is the sole managing member of DiamondHead Partners and the trustee and sole annuitant of the GRAT, and as a result may be deemed to beneficially own the securities of each of these entities. Mr. Hamamoto disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
(2) | 6,164 restricted stock units vest in three equal annual installments beginning on February 5, 2022. |
(3) | 6,164 restricted stock units vest on February 5, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HAMAMOTO DAVID T C/O LORDSTOWN MOTORS CORP. 2300 HALLOCK YOUNG ROAD LORDSTOWN, OH 44481 | X |
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Signatures
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/s/ Thomas V. Canepa, Attorney-in-Fact | | 2/10/2021 |
**Signature of Reporting Person | Date |
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