Amended Statement of Changes in Beneficial Ownership (4/a)
April 12 2023 - 7:04PM
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).
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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
*
Semler Dakota |
2. Issuer Name and Ticker or Trading Symbol
Xos, Inc.
[
XOS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 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)
9/12/2022 |
(Street)
LOS ANGELES, CA 90065 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
9/14/2022 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | 9/12/2022 | | A | | 100139 (1) | A | $0 | 3201981 (2) | D | |
Common Stock | | | | | | | | 53745903 | I | Emerald Green Trust (3) |
Common Stock | | | | | | | | 502120 | I | GenFleet LLC (4) |
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) | The securities reported in this transaction represent Restricted Stock Units ("RSUs"). The RSUs reported vested immediately on the date of grant and represent awards received in lieu of cash salary. The Form 4 originally filed on 9/14/2022 inadvertently reported the award as 101,198 RSUs. |
(2) | Includes 217,687 unvested RSUs. Each RSU represents a contingent right to receive one share of common stock upon settlement. |
(3) | Shares held by Emerald Green Trust, of which Mr. Semler is a beneficiary. |
(4) | Shares held by GenFleet LLC. Mr. Semler may be deemed to beneficially own securities held by GenFleet, LLC by virtue of his indirect beneficial ownership interest in such entity. |
Reporting Owners
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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 |
| Chief Executive Officer |
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Signatures
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Dakota Semler, by /s/ Christen Romero, Attorney-in-Fact | | 4/12/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who 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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