Amended Statement of Ownership (sc 13g/a)
December 31 2020 - 6:19AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G/A
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)*
CANOO
INC.
(Name
of Issuer)
COMMON
STOCK, PAR VALUE $0.0001
(Title
of Class of Securities)
13803R102
(CUSIP
Number)
December
21, 2020
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
|
Rule
13d-1(b)
|
☐
|
Rule
13d-1(c)
|
☒
|
Rule
13d-1(d)
|
*
|
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
|
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1.
|
Names of Reporting Persons
Hennessy Capital Partners IV LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned
By Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
0
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
(See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
1.
|
Names of Reporting Persons
Hennessy Capital LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned
By Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
0
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
(See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
1.
|
Names of Reporting Persons
Daniel J. Hennessy
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned
By Each
Reporting
Person With:
|
5.
|
Sole Voting Power
1,315,853
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
1,315,853
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,315,853
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
(See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.56%
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
EXPLANATORY
NOTE
This
Schedule 13G/A is being filed as an amendment (“Amendment No. 1”) to the statement on Schedule 13G filed with
the Securities and Exchange Commission (“SEC”) on behalf of Hennessy Capital Partners IV LLC (“Hennessy Capital
Sponsor”), Hennessy Capital LLC (“Hennessy Capital”) and Daniel J. Hennessy (together with Hennessy Capital
Sponsor and Hennessy Capital, the “Reporting Persons”), with respect to the common stock of Canoo Inc. (the “Issuer”)
on February 10, 2020 (the “Schedule 13G”), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as
amended, to amend and supplement certain information set forth below in the items indicated. All capitalized terms used in this
Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13G.
The
Reporting Persons are filing this Amendment No. 1 to report (i) the distribution of shares of common stock by Hennessy
Capital Sponsor on a pro rata basis to its members or their permitted transferees, including to Mr. Hennessy, and (ii) that
the Reporting Persons ceased to beneficially own more than five percent of the class of common stock.
Item
1(a).
|
Name
of Issuer
|
|
|
|
Canoo
Inc. (the “Issuer”)
|
|
|
Item
1(b).
|
Address
of the Issuer’s Principal Executive Offices
|
|
|
|
19951
Mariner Avenue
Torrance,
California 90503
|
|
|
Item
2(a).
|
Names
of Persons Filing
|
|
|
|
This
Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
|
(i)
|
Hennessy
Capital Partners IV LLC
|
|
|
|
|
(ii)
|
Hennessy
Capital LLC
|
|
|
|
|
(iii)
|
Daniel
J. Hennessy
|
Item
2(b).
|
Address
of the Principal Business Office, or if none, Residence:
|
|
|
|
The
address of the principal business and principal office of each of the Reporting Persons is Hennessy Capital LLC, 3415 N. Pines
Way, Suite 204, Wilson, WY 83014.
|
|
|
Item
2(c).
|
Citizenship
|
|
(i)
|
Hennessy
Capital Partners IV LLC is a limited liability company formed in the State of Delaware.
|
|
|
|
|
(ii)
|
Hennessy
Capital LLC is a limited liability company formed in the State of Delaware.
|
|
|
|
|
(ii)
|
Daniel
J. Hennessy is a citizen of the United States.
|
Item
2(d).
|
Title
of Class of Securities
|
|
|
|
Common
stock, $0.0001 par value per share.
|
|
|
Item
2(e).
|
CUSIP
Number
|
|
|
|
13803R102
|
Item
3.
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a:
|
|
☐
|
(a)
Broker or Dealer registered under Section 15 of the Exchange Act.
|
|
|
|
|
☐
|
(b)
Bank as defined in Section 3(a)(b) or the Exchange Act.
|
|
|
|
|
☐
|
(c)
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
|
|
☐
|
(d)
Investment company registered under Section 8 of the Investment Company Act.
|
|
☐
|
(e)
An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
|
|
|
|
|
☐
|
(f)
An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
|
|
|
|
|
☐
|
(g)
A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
|
|
|
|
|
☐
|
(h)
A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
☐
|
(i)
A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company
Act.
|
|
|
|
|
☐
|
(j)
Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
|
|
|
|
|
|
Not
applicable
|
Item
4.
|
Ownership
The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
The
reporting persons own an aggregate of 1,315,853 shares of the Issuer’s common stock, representing approximately
0.56% of the total common stock issued and outstanding. Each reporting person disclaims beneficial ownership of the reported
securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission
that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange
Act of 1934, as amended, or for any other purpose.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
|
|
|
If
this statement is being filed to report the fact that as of the date herof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: ☒
|
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person
|
|
|
|
Not
Applicable
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person
|
|
|
|
Not
Applicable
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group
|
|
|
|
Not
Applicable
|
Item
9.
|
Notice
of Dissolution of Group
|
|
|
|
Not
Applicable
|
|
|
Item
10.
|
Certification
|
|
|
|
Not
Applicable
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
DATE:
December 31, 2020
|
HENNESSY
CAPITAL PARTNERS IV LLC,
a
Delaware limited liability company
|
|
|
|
By:
|
HENNESSY
CAPITAL LLC,
a
Delaware limited liability company, as the managing member of Hennessy Capital Partners IV LLC
|
|
By:
|
/s/
Daniel J. Hennessy
|
|
Name:
|
Daniel
J. Hennessy
|
|
Title:
|
Managing
Member
|
|
HENNESSY
CAPITAL LLC,
a Delaware limited liability company
|
|
|
|
|
By:
|
/s/ Daniel
J. Hennessy
|
|
Name:
|
Daniel
J. Hennessy
|
|
Title:
|
Managing
Member
|
|
/s/ Daniel
J. Hennessy
|
|
Daniel
J. Hennessy
|
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
7
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