SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Aquila Tony

(Last) (First) (Middle)
C/O CANOO INC.
19951 MARINER AVE

(Street)
TORRANCE CA 90503

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Canoo Inc. [ GOEV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/29/2023 A 16,330,720(1)(2) A (1)(2) 74,387,432 I By LLCs(3)(4)
Common Stock 14,278,014 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to Purchase Common Stock $0.67 06/29/2023 A 16,330,720 12/22/2023 12/22/2028 Common Stock 16,330,720(1)(2) (1)(2) 16,330,720(1)(2) I By LLCs(5)
Explanation of Responses:
1. Represents shares and warrants received by each of AFV Partners SPV-10/A LLC ("AFV-10/A") and AFV Partners SPV-10/B LLC ("AFV-10/B") pursuant to the Common Stock and Common Warrant Purchase Agreement (the "Purchase Agreement") entered into among the Issuer, AFV-10/A and AFV-10/B on June 22, 2023, subject to customary closing conditions. The Purchase Agreement provides for the sale and issuance by the Issuer of an aggregate of 16,330,720 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), together with warrants (the "Warrants") to purchase up to an aggregate 16,330,720 shares of Common Stock at a combined purchase price of $0.5358 per share and accompanying Warrant.
2. 9,331,840 shares of Common Stock and Warrants to purchase up to 9,331,840 shares of Common Stock were issued to AFV-10/A, and 6,998,880 shares of Common Stock and Warrants to purchase up to 6,998,880 shares of Common Stock were issued to AFV-10/B, in each case on June 29, 2023, following the satisfaction of customary closing conditions.
3. (i) 12,509,387 shares of Common Stock are held by AFV Partners SPV-4 LLC, a Delaware limited liability company ("AFV-4"); (ii) 35,273,268 shares of Common Stock are held by AFV Partners SPV-7 LLC, a Delaware limited liability company ("AFV-7"); (iii) 3,450,000 shares of Common Stock held by AFV Partners SPV-7/A LLC, a Delaware limited liability company ("AFV-7/A"); (iv) 4,504,505 shares of Common Stock are held by AFV Partners SPV-10 LLC, a Delaware limited liability company ("AFV 10"); (v) 9,331,840 shares of Common Stock are held by AFV-10/A, a Delaware limited liability company; (vi) 6,998,880 shares of Common Stock are held by AFV-10/B, a Delaware limited liability company; and (vii) 2,319,552 shares of Common Stock are held by I-40 OKC Partners LLC, an Oklahoma limited liability company ("I-40 OKC").
4. (Continued from footnote 2) AFV Management Advisors LLC, a Delaware limited liability company ("AFV") is the sole manager and controlling member of AFV-4, AFV-7, AFV-7/A, AFV-10, AFV-10/A and AFV-10/B. AFV is the sole manager of the ultimate parent entity of I-40 OKC. Mr. Aquila is the managing member of AFV, which exercises ultimate voting and investment power with respect to the shares held by AFV-4, AFV-7, AFV-7/A, AFV-10, AFV-10/A, AFV-10/B and I-40 OKC. The Reporting Person disclaims beneficial ownership of the shares held by AFV 4, AFV 7, AFV-7/A, AFV-10, AFV-10/A, AFV-10/B and I-40 OKC, except to the extent of his pecuniary interest therein.
5. (i) Warrants to purchase up to 9,331,840 shares of Common Stock are held by AFV-10/A, and (ii) Warrants to purchase up to 6,998,880 shares of Common Stock are held by AFV-10/B.
/s/ Hector Ruiz, Attorney-in-Fact 07/03/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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