Report of Proposed Sale of Securities (144)
November 30 2021 - 2:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
144
NOTICE OF PROPOSED
SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
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OMB APPROVAL
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OMB Number: 3235-0101
Expires: July 31, 2023
Estimated average burden
hours per response..... 1.0
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SEC USE ONLY
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DOCUMENT SEQUENCE NO.
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CUSIP NUMBER
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ATTENTION:
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Transmit for filing 3 copies
of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market
maker.
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1 (a) NAME
OF ISSUER (Please type or print)
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(b) IRS
IDENT. NO.
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(c) S.E.C.
FILE NO.
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WORK
LOCATION
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Newegg Commerce, Inc.
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98-1608057
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001-34661
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1 (d)
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ADDRESS
OF ISSUER
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STREET
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CITY
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STATE
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ZIP
CODE
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(e) TELEPHONE
NO.
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AREA
CODE
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NUMBER
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17560 Rowland Street
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City of Industry
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CA
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91748
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626
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271-9700
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2 (a)
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NAME
OF PERSON FOR WHOSE ACCOUNT THE
SECURITIES ARE TO BE SOLD
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(b)
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RELATIONSHIP
TO ISSUER
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(c)
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ADDRESS STREET
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CITY
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STATE
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ZIP CODE
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Tekhill USA LLC/Fred Chang (beneficial owner)
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Director, 5% BO
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17560
Rowland Street
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City of Industry
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CA
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91748
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INSTRUCTION: The
person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
3 (a)
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(b)
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SEC USE ONLY
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(c)
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(d)
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(e)
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(f)
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(g)
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Title of the
Class of
Securities To
Be Sold
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Name and Address of Each Broker
Through Whom the Securities are to be
Offered or Each Market Maker who is
Acquiring the Securities
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Broker-Dealer
File Number
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Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
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Aggregate
Market
Value
(See instr. 3(d))
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Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
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Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
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Name of Each
Securities
Exchange
(See instr. 3(g))
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Common Shares
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UBS Financial Services
555
California St, Suite 4650
San Francisco, CA 94104
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228,900
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$4,207,182
as of close on 11/24/2021 $18.38/share
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368,662,712
as of 11/08/21 SEC F1 filing on 11/15/21
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11/30/2021 to
12/17/2021
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NASDAQ
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INSTRUCTIONS:
1.
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(a)
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Name of issuer
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3.
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(a)
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Title of the class of securities
to be sold
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(b)
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Issuer’s I.R.S. Identification Number
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(b)
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Name and address of each broker through whom
the securities are intended to be sold
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(c)
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Issuer’s S.E.C. file number, if any
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(c)
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Number of shares or other units to be sold (if
debt securities, give the aggregate face amount)
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(d)
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Issuer’s address, including zip code
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(d)
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Aggregate market value of the securities to be
sold as of a specified date within 10 days prior to the filing of this notice
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(e)
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Issuer’s telephone number, including area
code
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(e)
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Number of shares or other units of the class
outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published
by the issuer
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(f)
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Approximate date on which the securities are
to be sold
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2.
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(a)
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Name of person for whose account the securities
are to be sold
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(g)
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Name of each securities exchange, if any, on
which the securities are intended to be sold
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(b)
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Such person’s relationship to the issuer
(e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
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(c)
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Such person’s address, including zip code
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Potential persons who are to respond to the collection of information contained in this form are
not
required to respond unless the form displays a currently valid OMB control number.
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TABLE I –– SECURITIES TO
BE SOLD
Furnish
the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
Title
of
the Class
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Date
you
Acquired
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Nature
of Acquisition Transaction
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Name
of Person from Whom Acquired
(If gift, also give date donor acquired)
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Amount
of
Securities Acquired
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Date
of
Payment
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Nature
of Payment
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Common
Stock
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5/19/2021
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Exchange of shares previously held in Newegg, Inc. for shares of the
Issuer, pursuant to the Agreement and Plan of Merger and Reorganization among Newegg, Inc., a Delaware corporation, and Lightning Delaware
Sub, Inc., a Delaware corporation dated October 23, 2020. Such shares of Issuer were registered on Form F-4.
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Issuer
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228,900
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5/19/2021
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Each share of Newegg, Inc. was exchanged for 5.8417 common shares of
the Issuer.
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INSTRUCTIONS:
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If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
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TABLE II –– SECURITIES SOLD
DURING THE PAST 3 MONTHS
Furnish the following information as
to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
Name
and Address of Seller
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Title
of Securities Sold
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Date
of Sale
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Amount
of
Securities Sold
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Gross Proceeds
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Tekhill
USA LLC
17560
Rowland Street
City
of Industry, CA 91748
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Common Stock
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9/14/2021
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14,929
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$263,332.63
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Tekhill USA LLC
17560 Rowland Street
City of Industry, CA 91748
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Common Stock
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9/15/2021
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12,809
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$219,828.06
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Tekhill USA LLC
17560 Rowland Street
City of Industry, CA 91748
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Common Stock
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9/16/2021
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12,400
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$212,672.40
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Tekhill USA LLC
17560 Rowland Street
City of Industry, CA 91748
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Common Stock
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9/17/2021
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15,169
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$257,144.89
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Tekhill USA LLC
17560 Rowland Street
City of Industry, CA 91748
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Common Stock
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9/20/2021
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20,191
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$320,289.83
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Tekhill USA LLC
17560 Rowland Street
City of Industry, CA 91748
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Common Stock
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9/21/2021
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8,673
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$137,761.93
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Tekhill USA LLC
17560 Rowland Street
City of Industry, CA 91748
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Common Stock
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9/22/2021
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22,502
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$359,514.45
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Tekhill USA LLC
17560 Rowland Street
City of Industry, CA 91748
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Common Stock
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9/23/2021
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24,815
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$387,163.63
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Tekhill USA LLC
17560 Rowland Street
City of Industry, CA 91748
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Common Stock
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9/24/2021
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8,717
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$128,959.30
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REMARKS :
INSTRUCTIONS:
See the definition of “person”
in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold
but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons
whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice
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ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
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November 30, 2021
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/s/ Fred Chang
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DATE OF NOTICE
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(SIGNATURE)
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DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,
IF RELYING ON RULE 10B5-1
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The
notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall
be manually signed. Any copies not manually signed shall bear typed or printed signatures.
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ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
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SEC 1147 (02-08)
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