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