William Kelley Jr. - May 6, 2021 Form 4 Insider Report for Lightning eMotors, Inc. (ZEV)

Role: Chief Tech. Off. and COO
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, 09:47 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZEV	Common Stock	Other		+329K			329K	May 6, 2021	Direct	F1

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		+141K			141K	May 6, 2021	Common Stock	141K	$0.58	Direct	F2
transaction	ZEV	Options to receive Common Stock	Other		+329K			329K	May 6, 2021	Common Stock	329K	$0.05	Direct	F3

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

Explanation of Responses:

Id	Content
F1	Received 329,207 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. Lightning Systems, Inc. became a direct, wholly-owned subsidiary of GigCapital3, Inc., which subsequently changed its name to Lightning eMotors, Inc.
F2	In connection with the BCA, 141,089 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. 8,818 New Lightning eMotors options are exercisable, and the remaining options will vest in quarterly ratable installments over the four years following the date of grant which is August 24, 2020. The pre-merger Lightning Systems options were converted into New Lightning eMotors options to purchase 141,089 shares of New Lightning eMotors Common Stock at the exchange ratio of 0.940591804.
F3	In connection with the BCA, 329,208 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. 129,331 New Lightning eMotors options are exercisable, 94,059 New Lightning eMotors options will vest on January 7, 2022, and the remaining 35,272 New Lightning eMotors options will vest on each of October 1, 2021, 2022 and 2023. The pre-merger Lightning Systems options were converted into New Lightning eMotors options to purchase 329,208 shares of New Lightning eMotors Common Stock at the exchange ratio of 0.940591804.