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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * JENKINS HOWARD M 2. Issuer Name and Ticker or Trading Symbol Hyliion Holdings Corp. [ HYLN ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O HYLIION HOLDINGS CORP., 1202 BMC DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)
9/20/2021
(Street)
CEDAR PARK, TX 78613
(City)       (State)       (Zip)
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

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
Common Stock  9/20/2021    J(1)    5147000  A $0  5157000  D   
Common Stock                 7509790  I  By LLC (2)

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)  This transaction involved the redemption by Axioma Holdings, LLC ("Holdings") of the reporting person's membership interest in Holdings, in exchange for which he received 5,147,000 shares of the issuer's common stock from Axioma Ventures, LLC ("Ventures"). Holdings is the sole member of Ventures. The sole manager of Holdings is Axioma Management, LLC ("Management"). Howard Jenkins, Alexander Jenkins (the reporting person's adult son) and Kiran Lingam are managers of Management.
(2)  Shares are held directly by Ventures. The reporting person disclaims beneficial ownership of such shares held by Ventures, except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JENKINS HOWARD M
C/O HYLIION HOLDINGS CORP.
1202 BMC DRIVE, SUITE 100
CEDAR PARK, TX 78613
X



Signatures
/s/ Howard M. Jenkins 9/21/2021
**Signature of Reporting Person Date
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