Statement of Changes in Beneficial Ownership (4)
December 02 2021 - 3:40PM
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).
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
*
Hu Hailiang |
2. Issuer Name and Ticker or Trading Symbol
Electric Last Mile Solutions, Inc.
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ELMS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer |
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(Last)
(First)
(Middle)
1055 W SQUARE LAKE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/2/2021 |
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(Street)
TROY, MI 48098
(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 | 12/2/2021 | | A | | 1331 (1) | A | $0 | 411917 | I | by Hailiang Hu and Ping Jin Revocable Living Trust (2) |
| Common Stock | 12/2/2021 | | A | | 48 (3) | A | $0 | 411965 | I | by Hailiang Hu and Ping Jin Revocable Living Trust (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 |
| Employee Restricted Stock Unit | (4) | | | | | | | (5) | (5) | Common Stock | 50000 | | 50000 | D | |
| Earnout Restricted Stock Unit | (4) | | | | | | | (6) | (6) | Common Stock | 1500000 | | 1500000 | D | |
| Earnout Right | (7) | | | | | | | (7) | (7) | Common Stock | 26500 | | 26500 | I | by Hailiang Hu and Ping Jin Revocable Living Trust (2) |
| Explanation of Responses: |
| (1) | Release of adjustment escrow shares pursuant to the calculation of a positive adjustment amount under the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Electric Last Mile Solutions, Inc., ELMS Merger Corp. and Electric Last Mile, Inc., as amended ("Merger Agreement"). |
| (2) | Hailiang (Jerry) Hu and Ping Jin share voting and investment power over the common stock held by the trust. |
| (3) | Issued pursuant to the calculation of a positive adjustment amount under the Merger Agreement. |
| (4) | Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting. |
| (5) | Restricted stock units will vest with respect to 33 1/3% on each of January 2, 2022, January 2, 2023 and January 2, 2024, subject to continued employment. |
| (6) | 50% of the restricted stock units will be deemed earned and vested if the closing price per share of common stock of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively, subject to continued employment. |
| (7) | On June 25, 2021 (the "Closing Date"), the Hailiang Hu and Ping Jin Revocable Living Trust received the right to acquire 26,500 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to 456 Investments, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hu Hailiang
1055 W SQUARE LAKE ROAD
TROY, MI 48098 |
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| Chief Operating Officer |
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Signatures
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| /s/ Thomas M. Dono, Jr., attorney-in-fact for Hailiang Hu | | 12/2/2021 |
| **Signature of Reporting Person | Date |
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