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

Role: CEO and President, Director
Signature: /s/ Thomas M. Dono, Jr., attorney-in-fact for James Taylor
Stock symbol: ELMSQ
Transactions as of: Dec 2, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/2/2021, 02:51 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	+17.2K	+0.32%	$0.00	5.32M	Dec 2, 2021	by The JET Group, LLC	F1, F2
transaction	ELMSQ	Common Stock	Award	$0	+628	+0.01%	$0.00	5.32M	Dec 2, 2021	by The JET Group, LLC	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						250K	Dec 2, 2021	Common Stock	250K		Direct	F4, F5
holding	ELMSQ	Earnout Restricted Stock Unit						3.3M	Dec 2, 2021	Common Stock	3.3M		Direct	F4, F6
holding	ELMSQ	Earnout Right						344K	Dec 2, 2021	Common Stock	344K		by The JET Group, LLC	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	The reporting person is the sole member of this entity, and thus has sole voting and investment power with respect to the shares of common stock held by this entity.
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 JET Group, LLC received the right to acquire 344,000 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 The JET Group, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled.