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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Aquila Tony C/O CANOO INC. 19951 MARINER AVE. TORRANCE, CA 90503 |
X | Executive Chairman |
Tony Aquila, by /s/ Ron A. Metzger, Attorney-in-Fact | 12/30/2020 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Received pursuant to the Merger Agreement and Plan of Reorganization, dated as of August 17, 2020, by and among Hennessy Capital Acquisition Corp. IV ("Hennessy Capital"), HCAC IV First Merger Sub, Ltd., a direct, wholly-owned subsidiary of Hennessy Capital ("First Merger Sub"), HCAC IV Second Merger Sub, LLC, a direct, wholly-owned subsidiary of Hennessy Capital ("Second Merger Sub"), and Canoo Holdings Ltd. ("Legacy Canoo") pursuant to which, through a series of mergers between Legacy Canoo, First Merger Sub, and Second Merger Sub, Legacy Canoo became a direct, wholly-owned subsidiary of Hennessy Capital, which subsequently changed its name to Canoo Inc. (the "Issuer"). The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination." |
(2) | Shares are held directly by AFV Partners SPV-4 LLC ("AFV 4"). Reporting Person is the Chairman and CEO of AFV Partners LLC which exercises ultimate voting and investment power with respect to the shares held by AFV 4. The Reporting Person disclaims beneficial ownership of the shares held by AFV 4 except to the extent of his pecuniary interest therein. |
(3) | As previously disclosed, on August 17, 2020, the Issuer entered into subscription agreements (the "Subscription Agreements") with certain investors (the "PIPE investors") pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination, an aggregate of $323,250,000,000 of the Issuer's shares of Common Stock at a price of $10.00 per share, or an aggregate of 32,325,000 shares of Common Stock. AFV 4 is among the PIPE Investors. |
(4) | Includes 1,003,828 shares subject to Restricted Stock Units that vest through October 19, 2023. |
Remarks: This Amendment to Form 4 is being filed solely to correct the direct holdings of Reporting Person. |