Statement of Changes in Beneficial Ownership (4)
August 24 2021 - 5:08PM
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
*
Sordoni Giordano |
2. Issuer Name and Ticker or Trading Symbol
Xos, Inc.
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XOS
]
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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 Operating 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)
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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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Common Stock | 8/20/2021 | | A(1) | | 24253816 | A | $0.00 (1) | 24253816 | D | |
Common Stock | 8/20/2021 | | S(2) | | 1000000 | D | $10.00 | 23253816 | D | |
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 |
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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sordoni Giordano C/O XOS, INC. 3550 TYBURN STREET, UNIT 100 LOS ANGELES, CA 90065 | X | X | Chief Operating Officer |
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Signatures
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Giordano Sordoni, by /s/ Kim Merritt, Attorney-in-Fact | | 8/24/2021 |
**Signature of Reporting Person | Date |
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