Ian Robertson - Aug 2, 2023 Form 4 Insider Report for Embark Technology, Inc. (EMBK)

Role: Director
Signature: /s/ Ian Robertson
Stock symbol: EMBK
Transactions as of: Aug 2, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/4/2023, 06:17 PM
Previous filing: Oct 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EMBK	Class A Common Stock	Disposed to Issuer		-9.88K	-100%		0	Aug 2, 2023	Direct	F1
transaction	EMBK	Class A Common Stock	Disposed to Issuer		-8.23K	-100%		0	Aug 2, 2023	By Techno Whiz Kid Inc.	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	EMBK	Warrants	Disposed to Issuer	$0	-6.99K	-100%	$0.00^*	0	Aug 2, 2023	Class A Common Stock	6.99K	$230.00	By Techno Whiz Kid Inc.	F2

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

Ian Robertson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to an Agreement and Plan of Merger, dated as of May 25, 2023 (the "Merger Agreement"), by and among the Issuer, Applied Intuition, Inc., and Azara Merger Sub, Inc., at the effective time of the merger (the "Effective Time"), each share of Class A common stock was cancelled and automatically converted into the right to receive an amount equal to $2.88 in cash, without interest (the "Per Share Price").
F2	Pursuant to the Merger Agreement and the Warrant Agreement, dated January 12, 2021, as amended, between the Issuer and Continental Stock Transfer Trust Company, at the Effective Time, each outstanding and unexercised warrant was automatically cancelled and converted into the right to receive an amount in cash equal to (1) the total number of shares of Common Stock underlying such Warrant multiplied by (2) the excess, if any, of the Per Share Price over the Warrant Price (as defined in the Warrant Agreement), without interest and subject to applicable withholding taxes. The consideration per Company Warrant was determined to equal $0.0091 in cash.

Content

Pursuant to an Agreement and Plan of Merger, dated as of May 25, 2023 (the "Merger Agreement"), by and among the Issuer, Applied Intuition, Inc., and Azara Merger Sub, Inc., at the effective time of the merger (the "Effective Time"), each share of Class A common stock was cancelled and automatically converted into the right to receive an amount equal to $2.88 in cash, without interest (the "Per Share Price").

Pursuant to the Merger Agreement and the Warrant Agreement, dated January 12, 2021, as amended, between the Issuer and Continental Stock Transfer Trust Company, at the Effective Time, each outstanding and unexercised warrant was automatically cancelled and converted into the right to receive an amount in cash equal to (1) the total number of shares of Common Stock underlying such Warrant multiplied by (2) the excess, if any, of the Per Share Price over the Warrant Price (as defined in the Warrant Agreement), without interest and subject to applicable withholding taxes. The consideration per Company Warrant was determined to equal $0.0091 in cash.