Statement of Changes in Beneficial Ownership (4)
June 05 2020 - 7:21PM
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
*
Thompson V De Witt C. |
2. Issuer Name and Ticker or Trading Symbol
Nikola Corp
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NKLA
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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)
1245 BRIDGESTONE BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/3/2020 |
(Street)
LAVERGNE, TN 37086
(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 | 6/3/2020 | | A | | 3520370 | A | (1) | 3520370 | I | By Thompson Nikola II, LLC (2) |
Common Stock | 6/3/2020 | | A | | 12399072 | A | (1) | 15919442 | I | By Legend Capital Partners (3) |
Common Stock | 6/3/2020 | | A | | 5674485 | A | (1) | 21593927 | I | By Thompson Nikola, 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) | Received pursuant to the Business Combination Agreement, dated as of March 2, 2020, by and among VectoIQ Acquisition Corp. ("VectoIQ"), Nikola Corporation ("Legacy Nikola") and VCTIQ Merger Sub Corp., a wholly-owned subsidiary of VectoIQ ("Merger Sub"), pursuant to which Merger Sub merged with and into Legacy Nikola, with Legacy Nikola surviving the merger as a wholly-owned subsidiary of VectoIQ (which subsequently changed its name to "Nikola Corporation", the "Issuer"). |
(2) | Consists of 3,520,370 shares beneficially owned by Thompson Nikola II, LLC ("Thompson Nikola II"). As President of Thompson Nikola II, Mr. Thompson may be deemed to indirectly beneficially own shares held by such entity and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
(3) | Consists of 12,399,072 shares beneficially owned by Legend Capital Partners ("Legend Capital"). As President of Legend Capital, Mr. Thompson may be deemed to indirectly beneficially own shares held by such entity and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
(4) | Consists of 5,674,485 shares beneficially owned by Thompson Nikola, LLC ("Thompson Nikola"). As President of Thompson Nikola, Mr. Thompson may be deemed to indirectly beneficially own shares held by such entity and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Thompson V De Witt C. 1245 BRIDGESTONE BLVD. LAVERGNE, TN 37086 | X |
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Signatures
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/s/ DeWitt C. Thompson, V | | 6/5/2020 |
**Signature of Reporting Person | Date |
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