UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No.
5)*
LORDSTOWN MOTORS CORP.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
54405Q 100
(CUSIP Number)
Robert M. Loesch
Tucker Ellis LLP
950 Main Avenue, Suite 1100
Cleveland, Ohio, 44113
(216) 696-5916
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 6, 2023
(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 §240.13d-1(e),
§240.13d-1(f) or §240.13d-1(g), check the following
box: ¨
* 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 the 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).
AMENDMENT NO. 5 TO SCHEDULE 13D
CUSIP No. 54405Q 100
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1. |
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Name of Reporting Person
Stephen S. Burns
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2. |
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Check the Appropriate Box if a Member of a Group
(a) o (b) o
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3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO
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5. |
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Check if
Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ¨
Not Applicable
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6. |
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. |
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Sole Voting Power
21,683,745
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8. |
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Shared Voting Power
0
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9. |
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Sole Dispositive Power
21,683,745
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10. |
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Shared Dispositive Power
0
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
21,683,745
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12. |
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Check if
the Aggregate Amount in Row (11) Excludes Certain
Shares ¨
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13. |
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Percent of Class Represented by Amount in Row (11)
9.99%
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14. |
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Type of Reporting Person
IN
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AMENDMENT NO. 5 TO SCHEDULE 13D
| Item 1. |
Security
and Issuer |
This Amendment No. 5 to Schedule 13D relates to the Class A
common stock, $0.0001 par value per share (the “Common Stock”), of
Lordstown Motors Corp., a Delaware corporation (the
“Company”). The principal executive offices of the Company
are located at 2300 Hallock Young Road, Lordstown, Ohio 44481.
| Item 2. |
Identity
and Background |
(a) This
Amendment No. 5 to Schedule 13D is being filed by Stephen S. Burns
(the “Reporting Person”).
(b) The
Reporting Person’s address is Stephen S. Burns, c/o Tucker Ellis
LLP, 950 Main Avenue, Suite 1100 Cleveland, Ohio 44113, Attention:
Robert M. Loesch.
(c) The
Reporting Person is a 9.99% shareholder of the Company. Until June
13, 2021, the Reporting Person was Chief Executive Officer and a
director of the Company.
(d) During
the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years, the Reporting Person was not a 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.
(f) The
Reporting Person is a citizen of the United States of America.
| Item 3. |
Source and
Amount of Funds |
All of the shares of the Common Stock to which this Amendment No. 5
to Schedule 13D relates were acquired by the Reporting Person
pursuant to an Agreement and Plan of Merger, dated August 1,
2020 (the “Merger Agreement”), among the Company, DPL Merger Sub
Corp., a Delaware corporation and wholly owned subsidiary of the
Company (“Merger Sub”), and Lordstown EV Corporation (f/k/a
Lordstown Motors Corp.) (“Legacy Lordstown”). Pursuant to the
Merger Agreement, Merger Sub merged with and into Legacy Lordstown,
with Legacy Lordstown surviving as the surviving company and as a
wholly owned subsidiary of the Company (the “Merger” and
collectively with the other transactions described in the Merger
Agreement, the “Transactions”). The Transactions closed on
October 23, 2020 (the “Closing”).
Pursuant to the Merger Agreement, at the effective time of the
Merger (the “Effective Time”), each share of Legacy Lordstown
common stock, par value $0.0001 per share (the “Legacy Lordstown
common stock”) converted into and became exchangeable for
46,351,745 shares of the Common Stock for each share of the Legacy
Lordstown common stock, such that each converted share of the
Legacy Lordstown common stock was no longer outstanding and ceased
to exist.
At the Effective Time, the 829,461.91 shares of the Legacy
Lordstown common stock held by the Reporting Person were
automatically converted into 46,351,745 shares of the Common Stock.
On November 12, 2021, the Reporting Person sold 3,204,000 shares of
Common Stock on the open market at an average price per share of
$5.88 On February 28, 2022, the Reporting Person sold 5,285,000
shares of Common Stock on the open market at an average price per
share of $2.56. On March 2, 2022, the Reporting Person sold
2,500,000 shares of Common Stock on the open market at an average
price per share of $2.44. On November 8, 2022, the Reporting Person
sold 4,205,000 shares of Common Stock on the open market at an
average price per share of $1.97. On November 9, 2022, the
Reporting Person sold 550,000 shares of Common Stock on the open
market at an average price per share of $1.70. On November 11,
2022, the Reporting Person sold 2,100,000 shares of Common Stock on
the open market at an average price per share of $1.85. On November
14, 2022, the Reporting Person sold 650,000 shares of Common Stock
on the open market at an average price per share of $1.73. On
November 15, 2022, the Reporting Person sold 1,169,000 shares of
Common Stock on the open market at an average price per share of
$1.70. On January 6, 2023, the Reporting Person sold 5,000,000
shares of Common Stock on the open market at an average price per
share of $0.87.
| Item 4. |
Purpose of
the Transaction |
The Reporting Person acquired the Common Stock pursuant to the
Merger Agreement. The information contained in Item 3 of this
Amendment No. 5 to Schedule 13D is incorporated herein by
reference.
Until June 13, 2021, the Reporting Person served as the Chief
Executive Officer and a director of the Company. Subject
to the Registration Rights and Lockup Agreement described in Item 6
of this Amendment No. 5 to Schedule 13D, the Reporting Person may,
from time to time, purchase or sell securities of the Company as
appropriate for his personal circumstances.
Except as described in this Amendment No. 5 to Schedule 13D, the
Reporting Person does not have any present plans or proposals that
relate to or would result in any of the actions described in
clauses (a) through (j) of Item 4 of to Schedule
13D. The Reporting Person reserves the right to formulate
plans and/or proposals and to take such actions with respect to his
investment in the Company, including any or all of the actions set
forth in clauses (a) through (j) of Item 4 of Schedule
13D.
| Item 5. |
Interest in
Securities of the Issuer |
The information contained in Item 3 of this Amendment No. 5 to
Schedule 13D is incorporated herein by reference.
(a) — (b) The Reporting
Person has beneficial ownership of 21,683,745 shares of the Common
Stock. The percentage of beneficial ownership is
approximately 9.99% of the outstanding shares of the Common
Stock. The percentage of the Common Stock is based on
216,976,245 shares of Common Stock outstanding as of November 7,
2022, according to the Company’s most recent filing with the SEC on
Form 10-Q. The Reporting Person has the sole power to vote or
direct the vote and the sole power to dispose or direct the
disposition of all shares of the Common Stock that the Reporting
Person beneficially owned as of January 10, 2022.
(c) Other
than the sales of shares of Common Stock described in Item 3,
above, which were disclosed in prior amendments to Schedule 13D,
the Reporting Person has not effected any transactions in the
Common Stock in the past 60 days.
(d) — (e) Not
applicable.
| Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer |
In connection with the Transactions, the Company and certain
stockholders of each of the Company and Legacy Lordstown, including
the Reporting Person (collectively, the “Holders”), entered into a
Registration Rights and Lockup Agreement (each, a “Registration
Rights and Lockup Agreement”). Pursuant to the terms of the
Registration Rights and Lockup Agreement, the Company is required
to file a registration statement to register the resale of certain
securities of the Company held by the Holders within 45 days after
the closing of the Merger. In addition, the Company is
obligated to facilitate or participate in no more than two
underwritten offerings for any Holder (and no more than four
underwritten offerings for all Holders in the aggregate), and the
reasonably expected aggregate gross proceeds from each such
underwritten offering must be at least $75 million. The
Registration Rights and Lockup Agreement also provides the Holders
with “piggy-back” registration rights, subject to certain
requirements and customary conditions.
The Registration Rights and Lockup Agreement further provides for
the securities of the Company held by the Holders to be locked up
for a period of time following the closing of the Merger, subject
to certain exceptions. In particular, the Reporting Person
agreed to a one-year lock-up period for his shares of the Common
Stock and a two-year lock-up period for 50% of his shares of the
Common Stock (collectively, “Lockup Shares”). As of the date
of this Amendment No. 5 to Schedule 13D, the lock-up period has
expired on all of the Lockup Shares. In addition, the Company has
recourse for any indemnification claims under Section 8.2 of
the Merger Agreement, subject to the limitations set forth in the
Merger Agreement, from the Reporting Person’s Lockup Shares.
Further, the Reporting Person agreed not to transfer any shares of
the Common Stock held by him if, immediately following such
transfer, the shares owned by him would be fewer than the number of
shares that would be required to satisfy any outstanding
indemnification claim made by the Company pursuant to the Merger
Agreement.
This summary is qualified by the actual terms of the Merger
Agreement and Registration Rights and Lockup Agreement, copies of
which are attached as exhibits to this Amendment No. 5 to Schedule
13D and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in
this statement is true, complete and correct.
Date: January 10, 2023
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By: |
/s/ Stephen
S. Burns |
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Stephen S. Burns |
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