Hailiang Hu - Dec 2, 2021 Form 4 Insider Report for Electric Last Mile Solutions, Inc. (ELMSQ)

Role
Chief Operating Officer
Signature
/s/ Thomas M. Dono, Jr., attorney-in-fact for Hailiang Hu
Stock symbol
ELMSQ
Transactions as of
Dec 2, 2021
Transactions value $
$0
Form type
4
Date filed
12/2/2021, 02:39 PM
Previous filing
Sep 1, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ELMSQ Common Stock Award $0 +1.33K +0.32% $0.00 412K Dec 2, 2021 by Hailiang Hu and Ping Jin Revocable Living Trust F1, F2
transaction ELMSQ Common Stock Award $0 +48 +0.01% $0.00 412K Dec 2, 2021 by Hailiang Hu and Ping Jin Revocable Living Trust F2, 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
holding ELMSQ Employee Restricted Stock Unit 50K Dec 2, 2021 Common Stock 50K Direct F4, F5
holding ELMSQ Earnout Restricted Stock Unit 1.5M Dec 2, 2021 Common Stock 1.5M Direct F4, F6
holding ELMSQ Earnout Right 26.5K Dec 2, 2021 Common Stock 26.5K by Hailiang Hu and Ping Jin Revocable Living Trust F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Release of adjustment escrow shares pursuant to the calculation of a positive adjustment amount under the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Electric Last Mile Solutions, Inc., ELMS Merger Corp. and Electric Last Mile, Inc., as amended ("Merger Agreement").
F2 Hailiang (Jerry) Hu and Ping Jin share voting and investment power over the common stock held by the trust.
F3 Issued pursuant to the calculation of a positive adjustment amount under the Merger Agreement.
F4 Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting.
F5 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.
F6 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.
F7 On June 25, 2021 (the "Closing Date"), the Hailiang Hu and Ping Jin Revocable Living Trust received the right to acquire 26,500 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 456 Investments, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled.