DD Global Holdings Ltd - Mar 15, 2022 Form 4 Insider Report for Canoo Inc. (GOEV)

Role
10%+ Owner
Signature
/s/ Pak Tam Li, Director of DD Global Holdings Limited
Stock symbol
GOEV
Transactions as of
Mar 15, 2022
Transactions value $
-$68,565,000
Form type
4
Date filed
3/16/2022, 07:49 AM
Previous filing
Dec 14, 2021
Next filing
Jul 20, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GOEV Common Stock Sale -$68.6M -10.5M -42.64% $6.53* 14.1M Mar 15, 2022 Direct F1, F2
holding GOEV Common Stock 17.2M Mar 15, 2022 Direct F3

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 GOEV Equity Swap (obligation to sell) Purchase +10.5M 10.5M Mar 15, 2022 Common Stock 10.5M Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares were sold pursuant to a Share Purchase Agreement dated 15, 2022 between DD Global Holdings Ltd and Bank J. Safra Sarasin AG.
F2 Shares are held directly by DD Global Holdings Limited ("DD Global"). DD Global is wholly owned by Champ Key Limited ("Champ Key"). Champ Key is wholly owned by DE Capital Limited ("DE Capital"). DE Capital is wholly owned by Pak Tam Li ("Mr. Li"). Mr. Li may be deemed to hold sole voting and dispositive control over the shares held by DD Global.
F3 Shares are held directly by Champ Key. In accordance with footnote 2 above, Mr. Li may be deemed to hold sole voting and dispositive control over the shares held by Champ Key.
F4 DD Global entered into a participation note (the "Participation Note") with a counterparty under which DD Global acquired 10,500,000 notional shares of the Issuer's common stock for a price of $6.720476 per notional share. Under the Participation Note, the counterparty must redeem certain tranches of the notional shares if the Issuer's Common Stock meets certain price targets on or after September 17, 2022, which redemptions are settled in cash. If not earlier extended, the counterparty must redeem all outstanding notional shares on March 17, 2023, which final redemption is settled in cash. During the term of the Participation Note, the counterparty will pay to DD Global all dividends and similar distributions paid on an equivalent number of shares of the Issuer's common stock.