Statement of Changes in Beneficial Ownership (4)
November 15 2021 - 6:54PM
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
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3235-0287
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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
*
MATHEW SARA |
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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O XOS, INC., 3550 TYBURN STREET, UNIT 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/10/2021 |
(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 (1) | 9/28/2021 | (1) | A | | 296053 | A | (1) | 296053 (1) | I | By Trust (2) |
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 |
Common Stock Warrant (Right to Buy) (1) | $11.50 | 9/28/2021 | | P | | 199997 | | 9/20/2021 | 8/20/2026 | Common Stock | 199997 | (3) | 199997 | I | By Trust (2) |
Restricted Stock Unit | (3) | 11/10/2021 | | A | | 57229 | | (4) | (5) | Common Stock | 57229 | (3) | 57229 | D | |
Restricted Stock Unit | (3) | 11/10/2021 | | A | | 31794 | | (6) | (5) | Common Stock | 31794 | (3) | 31794 | D | |
Explanation of Responses: |
(1) | Pro rata distribution by NextGen Sponsor LLC of all of its securities of Xos, Inc., which is exempt from Section 16 by 17 CFR 240.16a-9. The transaction is being voluntarily reported for informational purposes only. |
(2) | Shares are held by the Jacob Mathew 2020 Irrevocable Trust ("Mathew Trust"), of which the Reporting Person is trustee. |
(3) | The price is N/A. |
(4) | The restricted stock units vest in a series of three equal annual installments on each of the first, second and third year anniversaries of the grant date of November 10, 2021 (the "Grant Date"), subject to such individual's continuous service with Xos, Inc. through such vesting date. |
(5) | Date is N/A. |
(6) | The restricted stock units vest on the earlier of (i) the first anniversary of the Grant Date and (ii) the day before the next annual meeting of Xos, Inc. following the Grant Date, subject to such individual's continuous service with Xos, Inc. through the vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MATHEW SARA C/O XOS, INC. 3550 TYBURN STREET, UNIT 100 LOS ANGELES, CA 90065 | X |
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Signatures
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/s/ Kris Tsao Cachia, Attorney-in-Fact for S. Sara Mathew | | 11/15/2021 |
**Signature of Reporting Person | Date |
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