Benjamin F. Wu - Aug 30, 2021 Form 4 Insider Report for Electric Last Mile Solutions, Inc. (ELMSQ)

Role
General Counsel and Secretary
Signature
/s/ Benjamin F. Wu
Stock symbol
ELMSQ
Transactions as of
Aug 30, 2021
Transactions value $
$0
Form type
4
Date filed
9/1/2021, 05:07 PM
Previous filing
Jun 29, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ELMSQ Common Stock 821K Aug 30, 2021 by 456 Investments, LLC 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 ELMSQ Employee Restricted Stock Unit Award $0 +50K $0.00 50K Aug 30, 2021 Common Stock 50K Direct F2, F3
transaction ELMSQ Earnout Restricted Stock Unit Award $0 +1.5M $0.00 1.5M Aug 30, 2021 Common Stock 1.5M Direct F2, F4
holding ELMSQ Earnout Right 53K Aug 30, 2021 Common Stock 53K by 456 Investments, LLC F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person and Hailiang Hu have shared voting and investment power with respect to the common stock held by 456 Investments, LLC. Accordingly, both the reporting person and Mr. Hu may be deemed to have beneficial ownership of the common stock held by 456 Investments, LLC.
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"), 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.