SEC FORM 4

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^*

Thompson V De Witt C.

(Last)

(First)

(Middle)

4141 E BROADWAY ROAD

(Street)

PHOENIX

85040

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nikola Corp [ NKLA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2020

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/10/2020		J⁽¹⁾		3,520,370⁽²⁾	D	$0	0	I	By Thompson Nikola II, LLC
Common Stock	09/10/2020		J⁽¹⁾		3,805,519	D	$0	13,144,216	I	By Legend Capital Partners⁽³⁾
Common Stock	09/10/2020		J⁽¹⁾		5,674,485⁽⁴⁾	D	$0	0	I	By Thompson Nikola, LLC

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On September 10, 2020 (i) Thompson Nikola, LLC, a Tennessee limited liability company ("Thompson Nikola"), made a pro rata distribution (for no consideration) of 2,479,750 shares of the Issuer's Common Stock to certain of its members, (ii) Thompson Nikola II, LLC, a Tennessee limited liability company ("Thompson Nikola II") made a pro rata distribution (for no consideration) of 2,164,442 shares of the Issuer's Common Stock to certain of its members, and (iii) Legend Capital Partners, a Tennessee general partnership ("Legend"), made a pro rata distribution (for no consideration) of 3,805,519 shares of the Issuer's Common Stock to certain of its partners (collectively, the "Distributions"). On September 11, 2020 each of Thompson Nikola and Thompson Nikola II were merged with and into Legend, thereby consolidating in Legend the ownership of 13,144,216 shares of the Issuer's Common Stock that were not distributed in the Distributions.

2. Originally owned by Thompson Nikola II, of which Mr. Thompson was President.

3. As the Managing Partner of Legend, Mr. Thompson may be deemed to indirectly beneficially own shares owned by Legend and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. Originally owned by Thompson Nikola, of which Mr. Thompson was President.

Remarks:

	/s/ Britton M. Worthen, Attorney-in-fact	09/16/2020
	** 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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