Brandon Moak - 02 Aug 2023 Form 4 Insider Report for Embark Technology, Inc.

Reporting relationship: Chief Technology Officer, Director, 10%+ Owner
Issuer ticker: N/A
Reported as of: 02 Aug 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 04 Aug 2023, 17:52:33 UTC
Prior SEC filing: 18 Nov 2021
Source filing: View source filing
Reporting owner signature: /s/ Siddhartha Venkatesan, attorney-in-fact

Key filing fact

Brandon Moak filed Form 4 for Embark Technology, Inc. on 04 Aug 2023.

Key facts

This page summarizes Brandon Moak's Form 4 filing for Embark Technology, Inc..
2 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 04 Aug 2023, 17:52.

Change

Previous filing in this sequence was filed on 18 Nov 2021.
Current net transaction value: $0.

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 disclosures.

View source filing

Reported derivative securities

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

EMBK transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value: $0
Shares: -15,650,321
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 02 Aug 2023
Ownership: See footnote
Underlying class: Class A Common Stock
Underlying amount: 15,650,321
Exercise price
Footnotes: F1, F2, F3, F4

EMBK transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $0
Shares: -782,514
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 02 Aug 2023
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 782,514
Exercise price
Footnotes: F2, F5, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Brandon Moak is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote F1

Shares of the Class B common stock may be converted into shares of Class A common stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date.

Footnote F2

Reflects the amount of shares beneficially held following a 20-for-1 stock split effected by the Issuer on August 16, 2022, which was exempt from reporting pursuant to Rule 16a-9.

Footnote F3

Pursuant to an Agreement and Plan of Merger, dated as of May 25, 2023 (the "Merger Agreement"), by and among the Issuer, Applied Intuition, Inc., and Azara Merger Sub, Inc., at the effective time of the merger (the "Effective Time"), each share of Class B common stock was cancelled and automatically converted into the right to receive an amount equal to $2.88 in cash, without interest.

Footnote F4

The shares are held of record by the Brandon Moak Living Trust for which the reporting person serves as a trustee.

Footnote F5

Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer.

Footnote F6

The restricted stock units, or RSUs, will vest, if at all, in six equal tranches based on the Issuer's stock price exceeding certain thresholds. Pursuant to the Merger Agreement, at the Effective Time each outstanding RSU that was subject to performance-based vesting conditions was automatically cancelled for no consideration.