Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | ELMSQ | Common Stock | Award | +821K | 821K | Jun 25, 2021 | by 456 Investments, LLC | F1, F2 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | ELMSQ | Earnout Right | Award | +53K | 53K | Jun 25, 2021 | Common Stock | 53K | by 456 Investments, LLC | F2, F3 |
Id | Content |
---|---|
F1 | Received in exchange for 1,000 shares of common stock of Electric Last Mile, Inc. ("ELM"), pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended ("Merger Agreement"). |
F2 | The reporting person and Benjamin Wu have shared voting and investment power with respect to the common stock held by 456 Investments, LLC. Accordingly, both the reporting person and Mr. Wu may be deemed to have beneficial ownership of the common stock held by 456 Investments, LLC. |
F3 | On June 25, 2021 (the "Closing Date"), 456 Investments, LLC received the right to acquire 53,000 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to 456 Investments, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled. |