0001683168-21-006503.txt : 20211222 0001683168-21-006503.hdr.sgml : 20211222 20211222090007 ACCESSION NUMBER: 0001683168-21-006503 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211220 FILED AS OF DATE: 20211222 DATE AS OF CHANGE: 20211222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: James Adrian CENTRAL INDEX KEY: 0001614114 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40867 FILM NUMBER: 211511149 MAIL ADDRESS: STREET 1: 3736 BEE CAVES RD STREET 2: SUITE 1-105 CITY: AUSTIN STATE: TX ZIP: 78746 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Volcon, Inc. CENTRAL INDEX KEY: 0001829794 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 844882689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2590 OAKMONT DRIVE, SUITE 520 CITY: ROUND ROCK STATE: TX ZIP: 78665 BUSINESS PHONE: 5106982462 MAIL ADDRESS: STREET 1: 2590 OAKMONT DRIVE, SUITE 520 CITY: ROUND ROCK STATE: TX ZIP: 78665 4 1 ownership.xml X0306 4 2021-12-20 0 0001829794 Volcon, Inc. VLCN 0001614114 James Adrian C/O VOLCON, INC. 2590 OAKMONT DRIVE, SUITE 520 ROUND ROCK TX 78665 1 0 1 0 Common Stock 2021-12-20 4 P 0 5600 7.24 A 1237000 I Footnote Common Stock 2021-12-20 4 M 0 5507575 A 6744575 I Footnote Warrant (right to buy) 0.98 2021-12-20 4 M 0 6250000 D 2021-03-26 2030-03-26 Common Stock 6250000 0 I Footnote This transaction was executed in multiple trades at prices ranging from $7.21 to $7.33. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The shares are held by limited liability companies of which the reporting person is the sole manager. The warrant was held by Highbridge Consultants, LLC and was originally issued for consulting services in August 2020. Mr. Adrian James is the sole manager of Highbridge Consultants, LLC and has voting and dispositive power over the securities. On December 20, 2021, Highbridge Consultants, LLC exercised the 6,250,000 warrants on a cashless basis pursuant to the terms of the warrant agreement. The issuance of the warrant was exempted pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended. The number of shares issuable upon a cashless exercise is determined, in accordance with Section 2(c) of the warrant agreement by dividing (x) the product of the number of shares of common stock underlying the warrant multiplied by the difference between $0.98 and (y) the VWAP on the trading day immediately preceding the date of exercise since the notice of exercise was both executed and delivered prior to the opening of "regular trading hours" (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on the date of the exercise. /s/ Adrian James 2021-12-21