Robert Fenwick-Smith - May 6, 2021 Form 4 Insider Report for Lightning eMotors, Inc. (ZEV)

Role: Director
Signature: /s/ Teresa Covington, Attorney-in-Fact
Stock symbol: ZEV
Transactions as of: May 6, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/10/2021, 09:44 PM
Next filing: Jul 16, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZEV	Common Stock	Other		+243K			243K	May 6, 2021	Direct	F1
transaction	ZEV	Common Stock	Other		+4.6M			4.6M	May 6, 2021	By LLC	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZEV	Options to receive Common Stock	Other		+235K			235K	May 6, 2021	Common Stock	235K	$0.58	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Received 243,495 shares of New Lightning eMotors Common Stock issued in exchange for outstanding pre-merger Lightning Systems Common Stock, pursuant to the Business Combination Agreement, dated as of December 10, 2020, (the "BCA") by and among GigCapital3, Inc., Project Power Merger Sub, Inc., a direct, wholly-owned subsidiary of GigCapital3, Inc., and Lightning Systems, Inc. pursuant to which Lightning Systems, Inc. became a direct, wholly-owned subsidiary of GigCapital3, Inc., which subsequently changed its name to Lightning eMotors, Inc.
F2	Received 4,598,976 shares of New Lightning eMotors Common Stock pursuant to the BCA. The shares are held directly by Aravaipa Venture Fund, LLC, the managing member of which is Aravaipa Ventures LLC. As a co-founding partner and member of Aravaipa Venture Fund, LLC and the managing member of Aravaipa Ventures, LLC, the Reporting Person may be deemed to share beneficial ownership of 4,598,976 shares of Common Stock held directly by Aravaipa Venture Fund, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
F3	In connection with the BCA as described in footnote 1 above, 235,148 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 $0.58 per share. 108,757 New Lightning eMotors options are exercisable, and the remaining 126,391 options will vest in quarterly ratable installments over the four years following August 24, 2020. The pre-merger Lightning Systems options were converted into New Lightning eMotors options to purchase 235,148 shares of New Lightning eMotors Common Stock at the exchange ratio of 0.940591804.