Timothy Reeser - May 6, 2021 Form 4 Insider Report for Lightning eMotors, Inc. (ZEV)

Role: Chief Executive Officer, 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, 09:48 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		+897K			897K	May 6, 2021	Direct	F1
transaction	ZEV	Common Stock	Other		+40.4K			40.4K	May 6, 2021	Direct	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
transaction	ZEV	Options to receive Common Stock	Other		+847K			847K	May 6, 2021	Common Stock	847K	$0.05	Direct	F4

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

Explanation of Responses:

Id	Content
F1	Received 857,824 shares of New Lightning eMotors Common Stock issued in exchange for outstanding pre-merger Lightning Systems Common Stock and 39,152 shares of New Lightning eMotors Common Stock issued in exchange for Lightning Systems Common Stock received upon the exercise of pre-merger warrants, assuming cashless exercise, 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, 39,192 shares of New Lightning eMotors Common Stock were issued in exchange for Lightning Systems Common Stock received upon the automatic conversion of pre-merger Lightning Systems preferred stock and 1,227 shares of New Lightning eMotors Common Stock issued in exchange for Lightning Systems Common Stock received upon the automatic conversion of pre-merger Lightning Systems preferred stock dividends.
F3	In connection with the BCA, 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. 14,696 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 235,148 shares of New Lightning eMotors Common Stock at the exchange ratio of 0.940591804.
F4	In connection with the BCA, 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 are exercisable, and the remaining options will 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.