Statement of Changes in Beneficial Ownership (4)
2020年6月6日 - 8:19AM
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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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
*
RUSSELL MARK A |
2. Issuer Name and Ticker or Trading Symbol
Nikola Corp
[
NKLA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
4141 E BROADWAY ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/3/2020 |
(Street)
PHOENIX, AZ 85040
(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)
___ Form filed by One Reporting Person
_
X
_ 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 | | 1054691 | A | (1) | 1054691 | D | |
Common Stock | 6/3/2020 | | A | | 39876497 | A | (1) | 40931188 | I | By T&M Residual, LLC (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 |
Stock Option (right to buy) | $1.05 | 6/3/2020 | | A | | 8843299 | | (3) | 2/26/2029 | Common Stock | 8843299 | (1)(4) | 8843299 | D | |
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 39,876,497 shares beneficially owned by T&M Residual, LLC ("T&M"). As manager of T&M, Mr. Russell may be deemed to indirectly beneficially own shares held by such entity. |
(3) | Option is fully vested and exercisable. |
(4) | Received in exchange for an option to purchase 4,651,920 shares of Legacy Nikola common stock. |
Remarks: This Form 4 is filed jointly by T&M and Mark A. Russell. T&M is owned by Mr. Russell and Trevor A. Milton, a director and officer of the Issuer. Mr. Milton has sole voting power with respect to the shares held by T&M, and Mr. Russell has sole dispositive power with respect to the shares held by T&M. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RUSSELL MARK A 4141 E BROADWAY ROAD PHOENIX, AZ 85040 | X | X | President and CEO |
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T&M Residual, LLC 4141 E BROADWAY ROAD PHOENIX, AZ 85040 |
| X |
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Signatures
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/s/ Mark A. Russell | | 6/5/2020 |
**Signature of Reporting Person | Date |
T&M Residual, LLC By: /s/ Mark A. Russell Name: Mark A. Russell Title: Manager | | 6/5/2020 |
**Signature of Reporting Person | Date |
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