0001104659-21-005328.txt : 20210119
0001104659-21-005328.hdr.sgml : 20210119
20210119161538
ACCESSION NUMBER: 0001104659-21-005328
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201229
FILED AS OF DATE: 20210119
DATE AS OF CHANGE: 20210119
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Patterson Michael
CENTRAL INDEX KEY: 0001835181
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38795
FILM NUMBER: 21535664
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: MOTOR VEHICLE PARTS & ACCESSORIES [3714]
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/A
1
tm213537d1_4a.xml
OWNERSHIP DOCUMENT
X0306
4/A
2020-12-29
2020-12-31
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
Stock Option (right to buy)
6.69
2020-12-29
4
A
0
4633978
A
Common Stock
4633978
4633978
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 (the "Liquid Share Price") 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 $6.6869-$8.9452, then the cumulative number of shares that will vest is 926,795. If the Liquid Share Price is $8.9453-$11.9272, then the cumulative number of shares that will vest is 1,853,591. (continue with footnote (3))
If the Liquid Share Price is $11.9273-$14.9092, then the cumulative number of shares that will vest is 3,243,781. If the liquid share price is equal to or greater than $14.9093, then the cumulative number of shares that will vest is 4,633,978. 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. In addition, if Mr. Patterson's employment is terminated for cause, due to his resignation without good reason or due to his death or disability, all of the shares subject to this option, including any vested shares subject to the option, 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 report is being filed to amend the reporting person's Form 4 filed December 31, 2020 to correct inadvertent errors with respect to (i) the number of shares reported in Table II, Columns 5, 7 and 9 and (ii) the disclosure in footnote 2 describing the respective stock option's vesting schedule.
/s/ Michael Patterson
2021-01-19