Statement of Changes in Beneficial Ownership (4)
February 01 2022 - 5:20PM
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
*
Reeser Timothy |
2. Issuer Name and Ticker or Trading Symbol
Lightning eMotors, Inc.
[
ZEV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
C/O LIGHTNING EMOTORS, INC., 815 14TH STREET SW, SUITE A100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2022 |
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(Street)
LOVELAND, CO 80537
(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 | 1/31/2022 | | M | | 15000 | A | $0.05 | 1131222 | D | |
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 Stock Option | $0.05 | 1/31/2022 | | M | | | 15000 (1) | (1) | 12/31/2022 | Common Stock | 15000 | $0 | 831532 | D | |
| Explanation of Responses: |
| (1) | In connection with the Business Combination Agreement, dated as of December 10, 2020, by and among GigCapital3, Inc., Project Power Merger Sub, Inc., a direct, wholly-owned subsidiary of GigCapital3, Inc., and Lightning Systems, Inc, 846,532 shares of New Lightning eMotors Common Stock are issuable upon the exercise of New Lightning eMotors options issued in exchange of pre-merger Lightning Systems options at a price of $0.05 per share. 282,177 New Lightning eMotors options were immediately exercisable, and the remaining options vest in three ratable installments on October 1, 2021, 2022 and 2023. The pre-merger Lightning Systems options were converted into New Lightning eMotors options to purchase 846,532 shares of New Lightning eMotors Common Stock at the exchange ratio of 0.940591804. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Reeser Timothy
C/O LIGHTNING EMOTORS, INC.
815 14TH STREET SW, SUITE A100
LOVELAND, CO 80537 | X |
| Chief Executive Officer |
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Signatures
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| /s/ Timothy Reeser by Teresa Covington, Attorney-in-Fact | | 2/1/2022 |
| **Signature of Reporting Person | Date |
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