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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 | ||||||||
Performance-Based Restricted Stock Units | (1) (2) | 11/04/2021 | A | 2,000,000 | (2) | 11/04/2026 | Common Stock | 2,000,000 | $ 0 | 2,000,000 | D | ||||
Performance-Based Restricted Stock Units | (1) (3) | 11/04/2021 | A | 2,000,000 | (3) | 11/04/2026 | Common Stock | 2,000,000 | $ 0 | 2,000,000 | D | ||||
Performance-Based Restricted Stock Units | (1) (4) | 11/04/2021 | A | 2,000,000 | (4) | 11/04/2026 | Common Stock | 2,000,000 | $ 0 | 2,000,000 | D |
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 and CEO |
Tony Aquila, by /s/ Michael Fielkow, Attorney-in-Fact | 11/08/2021 | |
**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) | Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. These PSUs vest in one-third increments through a five-year performance period beginning November 4, 2021 when shares of the Issuer's common stock equal or exceed the prices specified in footnotes (2), (3) and (4), as applicable (measured based on the volume weighted average stock price for 20 days in any 30-day period), and in each case subject to continuous service through the later of the end of the applicable service period or the date of achievement of the applicable performance vesting milestone. |
(2) | These PSUs vest on the date the price of the Issuer's common stock equals or exceeds $18, subject to continuous service through the later of the first anniversary of the grant date and the date such stock price is achieved. |
(3) | These PSUs vest on the date the price of the Issuer's common stock equals or exceeds $25, subject to continuous service through the the later of second anniversary of the grant date and the date such stock price is achieved. |
(4) | These PSUs vest on the date the price of the Issuer's common stock equals or exceeds $40, subject to continuous service through the fifth anniversary of the grant date (i.e., the expiration date). |