Statement of Changes in Beneficial Ownership (4)
March 28 2023 - 07:22PM
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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * FIFTHDELTA Ltd |
2. Issuer Name and Ticker or Trading
Symbol Fisker Inc./DE [ FSR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
15 SACKVILLE STREET, 1ST FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/25/2023
|
(Street)
LONDON, X0 W1S 3DJ |
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 |
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐ 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. |
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 |
Class A Common Stock |
1/25/2023 |
|
P |
|
756400 (1) |
A |
$6.87 (2) |
19823869 |
I |
All shares directly held by the Master Fund are
controlled by FIFTHDELTA. (8) |
Class A Common Stock |
1/26/2023 |
|
P |
|
452500 (1) |
A |
$6.69 (3) |
20276369 |
I |
All shares directly held by the Master Fund are
controlled by FIFTHDELTA. (8) |
Class A Common Stock |
1/27/2023 |
|
P |
|
299000 (1) |
A |
$6.79 (4) |
20575369 |
I |
All shares directly held by the Master Fund are
controlled by FIFTHDELTA. (8) |
Class A Common Stock |
2/9/2023 |
|
S |
|
395116 (1) |
D |
$7.53 (5) |
20180253 |
I |
All shares directly held by the Master Fund are
controlled by FIFTHDELTA. (8) |
Class A Common Stock |
2/10/2023 |
|
S |
|
713727 (1) |
D |
$6.93 (6) |
19466526 |
I |
All shares directly held by the Master Fund are
controlled by FIFTHDELTA. (8) |
Class A Common Stock |
2/13/2023 |
|
S |
|
1529026 (1) |
D |
$6.55 (7) |
17937500 |
I |
All shares directly held by the Master Fund are
controlled by FIFTHDELTA. (8) |
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) |
FIFTHDELTA Ltd's
("FIFTHDELTA") purchase of the Issuer's Class A common stock
reported herein was matchable under Section 16(b) of the Securities
Exchange Act of 1934, as amended. FIFTHDELTA has agreed to pay to
the Issuer, the full amount of the profit realized in connection
with the transaction, less transaction costs. |
(2) |
This figure is the weighted
average price of multiple trades ranging from $6.55 to $6.97 per
share. FIFTHDELTA will provide the staff of the Securities Exchange
Commission, the Issuer or any security holder of the Issuer full
information about the number of shares purchased at each separate
price upon request. |
(3) |
This figure is the weighted
average price of multiple trades ranging from $6.63 to $6.82 per
share. FIFTHDELTA will provide the staff of the Securities Exchange
Commission, the Issuer or any security holder of the Issuer full
information about the number of shares purchased at each separate
price upon request. |
(4) |
This figure is the weighted
average price of multiple trades ranging from $6.73 to $6.96 per
share. FIFTHDELTA will provide the staff of the Securities Exchange
Commission, the Issuer or any security holder of the Issuer full
information about the number of shares purchased at each separate
price upon request. |
(5) |
This figure is the weighted
average price of multiple trades ranging from $7.37 to $7.71 per
share. FIFTHDELTA will provide the staff of the Securities Exchange
Commission, the Issuer or any security holder of the Issuer full
information about the number of shares sold at each separate price
upon request. |
(6) |
This figure is the weighted
average price of multiple trades ranging from $6.72 to $7.34 per
share. FIFTHDELTA will provide the staff of the Securities Exchange
Commission, the Issuer or any security holder of the Issuer full
information about the number of shares sold at each separate price
upon request. |
(7) |
This figure is the weighted
average price of multiple trades ranging from $6.41 to $6.72 per
share. FIFTHDELTA will provide the staff of the Securities Exchange
Commission, the Issuer or any security holder of the Issuer full
information about the number of shares sold at each separate price
upon request. |
(8) |
FIFTHDELTA is the investment
manager of FIFTHDELTA Master Fund Limited (the "Master Fund"). All
shares directly held by the Master Fund are controlled by
FIFTHDELTA. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
FIFTHDELTA Ltd
15 SACKVILLE STREET, 1ST FLOOR
LONDON, X0 W1S 3DJ |
|
X |
|
|
Signatures
|
/s/ Natasha Newbold, Chief Compliance Officer;
Authorised Signatory |
|
3/28/2023 |
**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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