ECP ControlCo, LLC - 04 Feb 2022 Form 4/A - Amendment Insider Report for Fast Radius, Inc.

Source evidence Original filing metadata and source links for verification. 6 source fields
SEC form
4/A - Amendment
Accepted by SEC
09 Feb 2022, 14:17:21 UTC
Original report date
09 Feb 2022
Prior SEC filing
03 Nov 2021
Next SEC filing
03 May 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
ECP ControlCo, LLC, By: /s/ Tyler Reeder, Managing Member

Key filing fact

ECP ControlCo, LLC filed Form 4/A - Amendment for Fast Radius, Inc. on 09 Feb 2022.

Key facts

  • This page summarizes ECP ControlCo, LLC's Form 4/A - Amendment filing for Fast Radius, Inc..
  • 7 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 09 Feb 2022, 14:17.

Change

  • Previous filing in this sequence was filed on 03 Nov 2021.
  • Current net transaction value: +$10,000,000.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4/A - Amendment disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

FSRD transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+8,140,000
Change %
Price
Shares after
8,140,000
Date
04 Feb 2022
Ownership
See footnotes
Footnotes
F1, F2, F3, F4, F5, F10
FSRD transaction

Common Stock

Award

Transaction value
$7,313,400
Shares
+731,340
Change %
+9%
Price
$10.00*
Shares after
8,871,340
Date
04 Feb 2022
Ownership
See footnotes
Footnotes
F6, F10
FSRD transaction

Common Stock

Award

Transaction value
$686,600
Shares
+68,660
Change %
+0.77%
Price
$10.00*
Shares after
8,940,000
Date
04 Feb 2022
Ownership
See footnotes
Footnotes
F7, F10
FSRD transaction

Common Stock

Award

Transaction value
$2,000,000
Shares
+200,000
Change %
+2.2%
Price
$10.00*
Shares after
9,140,000
Date
04 Feb 2022
Ownership
See footnotes
Footnotes
F5, F10
FSRD transaction

Common Stock

Conversion of derivative security

Transaction value
$0
Shares
+755,461
Change %
+8.3%
Price
$0.000000
Shares after
9,895,461
Date
04 Feb 2022
Ownership
See footnotes
Footnotes
F8, F9, F10

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

FSRD transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
Shares
-8,140,000
Change %
-100%
Price
Shares after
0
Date
04 Feb 2022
Ownership
See footnotes
Underlying class
Class A Common Stock
Underlying amount
8,140,000
Exercise price
Footnotes
F1, F2, F3, F4, F5, F10
FSRD transaction Derivative

Convertible Promissory Note

Conversion of derivative security

Transaction value
$0
Shares
-7,000,000
Change %
-100%
Price
$0.000000*
Shares after
0
Date
04 Feb 2022
Ownership
See footnotes
Underlying class
Class A Common Stock
Underlying amount
755,461
Exercise price
Footnotes
F8, F9, F10
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 10 footnotes

Footnote F1

On February 4, 2022, pursuant to that certain Agreement and Plan of MergerOn February 4, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of July 18, 2021, by and among the Fast Radius, Inc. (formerly known as ECP Environmental Growth Opportunities Corp.) (the "Issuer"), ENNV Merger Sub, Inc. ("Merger Sub") and Fast Radius Operations, Inc. (formerly known as Fast Radius, Inc.) ("Legacy Fast Radius"), as amended on December 26, 2021 and January 31, 2022 (as amended, the "Merger Agreement"), the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, each outstanding share of Class B Common Stock, par value $0.0001 per share, of the Issuer was automatically converted into a share of Common Stock, par value $0.0001 per share ("Common Stock"), of the Issuer (the "Converted Shares") on a one-for-one basis.

Footnote F2

(Continued from Footnote 1) Upon the completion of the Business Combination, Merger Sub was merged with and into Legacy Fast Radius, with Legacy Fast Radius surviving such merger as a wholly owned subsidiary of the Issuer, and the Issuer was renamed "Fast Radius, Inc."

Footnote F3

Pursuant to the Sponsor Support Agreement, dated as of July 18, 2021 (the "Sponsor Support Agreement"), by and among the Issuer, ENNV Holdings, Legacy Fast Radius and the other parties thereto, at the closing of the Business Combination (the "Closing"), 814,000 of these shares (the "Earn Out Shares") will be subject to vesting, for a period of five years from the date of the Closing (the "Earnout Period"), in two equal tranches, upon the satisfaction of certain price targets set forth in the Sponsor Support Agreement, which price targets will be based upon the (i) daily volume-weighted average sale price of shares of Common Stock quoted on the Nasdaq Capital Market ("Nasdaq"), or the exchange on which the shares of Common Stock are then traded, for any 20 trading days within any 30 consecutive trading day period within the Earnout Period or (ii) the per share consideration received in connection with an Acquiror Sale (as defined in the Merger Agreement).

Footnote F4

(Continued from footnote 3) In the event of an Acquiror Sale in which the per share consideration received is less than a price target set forth in the Merger Agreement that has not previously occurred, the applicable provisions of the Sponsor Support Agreement will terminate and no Earn Out Shares will be issuable thereunder with respect to such price target in connection with or following completion of such Acquiror Sale. Upon the expiration of the Earn Out Period, any unvested Earn Out Shares will be forfeited to the Issuer without consideration.

Footnote F5

ENNV Holdings, LLC ("ENNV Holdings") is the record holder of these securities. ENNV GP, LLC ("ENNV GP") is the managing member of ENNV Holdings. ECP ControlCo, LLC ("ControlCo") is the managing member of ENNV GP. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held by ENNV Holdings.

Footnote F6

ECP Energy Transition Opportunities Fund A, LP ("Fund A") is the record holder of these securities. ECP Energy Transition Opportunities GP, LP ("Energy Transition GP") is the general partner of Fund A. ECP Energy Transition Opportunities, LLC ("Energy Transition") is the general partner of Energy Transition GP. ControlCo is the managing member of Energy Transition. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held by Fund A.

Footnote F7

ECP Energy Transition Opportunities Fund B, LP ("Fund B") is the record holder of these securities. Energy Transition GP is the general partner of Fund B. Energy Transition is the general partner of Energy Transition GP. ControlCo is the managing member of Energy Transition. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held by Fund B.

Footnote F8

Immediately prior to the Closing, the convertible note converted into shares of common stock, par value $0.0001 per share, of Fast Radius ("Fast Radius Common Stock") in accordance with its terms and, upon Closing, such shares of Fast Radius Common Stock converted into shares of Common Stock in accordance with the terms of the Merger Agreement.

Footnote F9

Energy Capital Partners Holdings, LP ("ECP Holdings") is the record holder of the shares reported herein. ControlCo is the general partner of ECP Holdings. As a result, ControlCo may be deemed to share beneficial ownership of the securities held by ECP Holdings.

Footnote F10

The managing members of ControlCo are Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D'Argenio, all of whom collectively share the power to vote and dispose of the securities benefically owned by ControlCo. Each such individual disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

SEC remarks

This amendment is being filed to correct the amount of securities beneficially owned by the Reporting Persons following the reported transactions on February 4, 2022. No other changes have been made.

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