Jason Luo - Aug 30, 2021 Form 4 Insider Report for Electric Last Mile Solutions, Inc. (ELMSQ)

Role
Executive Chairman, Director, 10%+ Owner
Signature
/s/ Benjamin Wu, attorney-in-fact for Jason Luo
Stock symbol
ELMSQ
Transactions as of
Aug 30, 2021
Transactions value $
$0
Form type
4
Date filed
9/1/2021, 05:00 PM
Previous filing
Jun 29, 2021
Next filing
Dec 2, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ELMSQ Common Stock 42.9M Aug 30, 2021 by AJ Capital Investment, LLC
holding ELMSQ Common Stock 16.4M Aug 30, 2021 by Luo Pan Investment II, LLC

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 ELMSQ Employee Restricted Stock Unit Award $0 +250K $0.00 250K Aug 30, 2021 Common Stock 250K Direct F2, F3
transaction ELMSQ Earnout Restricted Stock Unit Award $0 +6M $0.00 6M Aug 30, 2021 Common Stock 6M Direct F2, F4
holding ELMSQ Earnout Right 2.76M Aug 30, 2021 Common Stock 2.76M by AJ Capital Investment, LLC F1, F5
holding ELMSQ Earnout Right 1.07M Aug 30, 2021 Common Stock 1.07M by Luo Pan Investment II, LLC F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person is the sole member of AJ Capital Investment, LLC and is the co-manager of Luo Pan Investment II, LLC and has sole voting and investment power with respect to the common stock held by these entities.
F2 Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting.
F3 Restricted stock units will vest with respect to 33 1/3% on each of January 2, 2022, January 2, 2023 and January 2, 2024, subject to continued employment.
F4 50% of the restricted stock units will be deemed earned and vested if the closing price per share of common stock 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, subject to continued employment.
F5 On June 25, 2021 (the "Closing Date"), AJ Capital Investment, LLC received the right to acquire 2,764,500 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 AJ Capital Investment, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled.
F6 On June 25, 2021 (the "Closing Date"), Luo Pan Investment II, LLC received the right to acquire 1,065,000 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 Luo Pan Investment II, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled.