0001104659-20-141103.txt : 20201231 0001104659-20-141103.hdr.sgml : 20201231 20201231201756 ACCESSION NUMBER: 0001104659-20-141103 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201229 FILED AS OF DATE: 20201231 DATE AS OF CHANGE: 20201231 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Patterson Michael CENTRAL INDEX KEY: 0001835181 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38795 FILM NUMBER: 201429776 MAIL ADDRESS: STREET 1: 4380 AYERS AVENUE CITY: VERNON STATE: CA ZIP: 90058 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Romeo Power, Inc. CENTRAL INDEX KEY: 0001757932 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 832289787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 340 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10173 BUSINESS PHONE: 212-220-9503 MAIL ADDRESS: STREET 1: 340 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10173 FORMER COMPANY: FORMER CONFORMED NAME: RMG Acquisition Corp. DATE OF NAME CHANGE: 20181101 4 1 tm2039646d14_4.xml OWNERSHIP DOCUMENT X0306 4 2020-12-29 0 0001757932 Romeo Power, Inc. RMO 0001835181 Patterson Michael C/O ROMEO POWER, INC. 4380 AYERS AVENUE VERNON CA 90058 0 1 1 0 Chief Sales Officer Common stock, par value $0.0001 per share ("Common Stock") 2020-12-29 4 A 0 12628823 A 12628823 D Stock Option (right to buy) 6.69 2020-12-29 4 A 0 4633979 A Common Stock 4633979 4633979 D Stock Option (right to buy) 4.09 2020-12-29 4 A 0 1343666 A 2027-08-24 Common Stock 1343666 1343666 D Stock Option (right to buy) 6.09 2020-12-29 4 A 0 268733 A 2028-01-11 Common Stock 268733 268733 D Received pursuant to the Agreement and Plan of Merger, dated as of October 5, 2020, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of November 18, 2020 (as amended, the "Merger Agreement"), by and among Romeo Power, Inc. (f/k/a RMG Acquisition Corp.) (the "Issuer"), RMG Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Romeo Systems, Inc. ("Legacy Romeo"), pursuant to which Merger Sub merged with and into Legacy Romeo, with Legacy Romeo surviving the merger (the "Merger"). As a result, Legacy Romeo became a wholly-owned subsidiary of the Issuer, with the stockholders of Legacy Romeo becoming stockholders of the Issuer. The number of shares of Common Stock subject to this option that will vest will be an amount corresponding to the average of the closing price per share of Common Stock on the New York Stock Exchange on each of the five trading days immediately following the 180th day following December 29, 2020 (such 180th day, the "Liquidity Date"), which is the date on which the Merger was consummated. If the liquid share price is $6.73-$8.99, then the cumulative number of shares that will vest is 112,133. If the liquid share price is $9.00-$12.00, then the cumulative number of shares that will vest is 224,267. If the liquid share price is $12.01-$15.00, then the cumulative number of shares that will vest is 392,466. If the liquid share price is $15.01, then the cumulative number of shares that will vest is 560,666. Any shares subject to the option granted to Mr. Patterson that do not vest based on the liquid share price targets aforementioned will be forfeited. The expiration date is the earlier of (i) August 12, 2023 or (ii) five (5) business days following the Liquidity Date. This option is fully vested and exercisable. This option was received in the Merger in exchange for an option to purchase 11,038,084 shares of Class A common stock of Legacy Romeo. 261,268 shares of this option have vested and are exercisable. This option was received in the Merger in exchange for an option to purchase 2,207,617 shares of Class A common stock of Legacy Romeo. Half of these options vest on the first year anniversary of the grant date, and 1/12th of the remaining half of the options vest monthly thereafter. One-third of these options vest on the first year anniversary of the grant date, and 1/36th of these options vest monthly thereafter. /s/ Michael Patterson 2020-12-31