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

Role
Executive Chairman, Director, 10%+ Owner
Signature
/s/ Thomas M. Dono, Jr., attorney-in-fact for Jason Luo
Stock symbol
ELMSQ
Transactions as of
Dec 2, 2021
Transactions value $
$0
Form type
4
Date filed
12/2/2021, 03:03 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 +138K +0.32% $0.00 43M Dec 2, 2021 by AJ Capital Investment, LLC F1, F3
transaction ELMSQ Common Stock Award $0 +5.05K +0.01% $0.00 43M Dec 2, 2021 by AJ Capital Investment, LLC F2, F3
transaction ELMSQ Common Stock Award $0 +53.2K +0.32% $0.00 16.5M Dec 2, 2021 by Luo Pan Investment II, LLC F1, F3
transaction ELMSQ Common Stock Award $0 +1.95K +0.01% $0.00 16.5M Dec 2, 2021 by Luo Pan Investment II, 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 6M Dec 2, 2021 Common Stock 6M Direct F4, F6
holding ELMSQ Earnout Right 2.76M Dec 2, 2021 Common Stock 2.76M by AJ Capital Investment, LLC F3, F7
holding ELMSQ Earnout Right 1.07M Dec 2, 2021 Common Stock 1.07M by Luo Pan Investment II, LLC F3, F8
* 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 Issued pursuant to the calculation of a positive adjustment amount under the Merger Agreement.
F3 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.
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"), 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.
F8 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.