Statement of Changes in Beneficial Ownership (4)
August 24 2021 - 5:07PM
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Semler Dakota |
2. Issuer Name and Ticker or Trading Symbol
Xos, Inc.
[
XOS
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O XOS, INC., 3550 TYBURN STREET, UNIT 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/20/2021 |
(Street)
LOS ANGELES, CA 90065
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock | 8/20/2021 | | A(1) | | 3884155 | A | $0.00 (1) | 3884155 | D | |
Common Stock | 8/20/2021 | | S(2) | | 1000000 | D | $10.00 | 2884155 | D | |
Common Stock | 8/20/2021 | | A(1) | | 53745903 | A | $0.00 (1) | 53745903 | I | See Footnote (3) |
Common Stock | 8/20/2021 | | A(1) | | 502120 | A | $0.00 (1) | 502120 | I | See Footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
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 |
Explanation of Responses: |
(1) | Received pursuant to the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021, by and among NextGen
Acquisition Corporation ("Acquiror"), Sky Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror ("Merger Sub") and
Xos, Inc. ("Xos"), pursuant to which Merger Sub was merged with and into Xos, whereupon the separate existence of Merger Sub ceased and
Xos became the surviving company and continued in existence as a subsidiary of Acquiror, which subsequently changed its name to Xos, Inc.
(the "Issuer"). |
(2) | Sold in connection with the subscription agreements with certain investors (the "PIPE investors") pursuant to which such investors agreed to purchase, substantially concurrently with the closing of the merger, an aggregate of $216,000,000 of the Issuer's shares of common stock, including $10,000,000 of common stock held by the Reporting Person, at a price of $10.00 per share, or an aggregate of 21,600,000 shares of common stock, including 1,000,000 shares of common stock held by the Reporting Person. |
(3) | Shares held by Emerald Green Trust. Mr. Semler may be deemed to beneficially own securities held by Emerald Green Trust by virtue of his shared control over such entities. |
(4) | Shares held by GenFleet LLC. Mr. Semler may be deemed to beneficially own securities held by GenFleet, LLC by virtue of his shared control over such entities. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Semler Dakota C/O XOS, INC. 3550 TYBURN STREET, UNIT 100 LOS ANGELES, CA 90065 | X | X | Chief Executive Officer |
|
Signatures
|
Dakota Semler, by /s/ Kim Merritt, Attorney-in-Fact | | 8/24/2021 |
**Signature of Reporting Person | Date |
NextGen Acquisition (NASDAQ:NGAC)
Historical Stock Chart
From Jun 2024 to Jul 2024
NextGen Acquisition (NASDAQ:NGAC)
Historical Stock Chart
From Jul 2023 to Jul 2024