0001567619-21-016579.txt : 20210901 0001567619-21-016579.hdr.sgml : 20210901 20210901170055 ACCESSION NUMBER: 0001567619-21-016579 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210830 FILED AS OF DATE: 20210901 DATE AS OF CHANGE: 20210901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luo Jason CENTRAL INDEX KEY: 0001868825 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39457 FILM NUMBER: 211230891 MAIL ADDRESS: STREET 1: 1055 W. SQUARE LAKE ROAD CITY: TROY STATE: MI ZIP: 48098 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Electric Last Mile Solutions, Inc. CENTRAL INDEX KEY: 0001784168 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1055 W. SQUARE LAKE ROAD CITY: TROY STATE: MI ZIP: 48098 BUSINESS PHONE: 888-825-9111 MAIL ADDRESS: STREET 1: 1055 W. SQUARE LAKE ROAD CITY: TROY STATE: MI ZIP: 48098 FORMER COMPANY: FORMER CONFORMED NAME: Forum Merger III Corp DATE OF NAME CHANGE: 20190731 4 1 doc1.xml FORM 4 X0306 4 2021-08-30 0 0001784168 Electric Last Mile Solutions, Inc. ELMS 0001868825 Luo Jason 1055 W SQUARE LAKE ROAD TROY MI 48098 1 1 1 0 Executive Chairman Common Stock 42868416 I by AJ Capital Investment, LLC Common Stock 16423458 I by Luo Pan Investment II, LLC Employee Restricted Stock Unit 2021-08-30 4 A 0 250000 0 A Common Stock 250000 250000 D Earnout Restricted Stock Unit 2021-08-30 4 A 0 6000000 0 A Common Stock 6000000 6000000 D Earnout Right Common Stock 2764500 2764500 I by AJ Capital Investment, LLC Earnout Right Common Stock 1065000 1065000 I by Luo Pan Investment II, LLC The reporting person is the sole member of AJ Capital Investment, LLC and is the co-manager of Luo Pan Investment II, LLC and has sole voting and investment power with respect to the common stock held by these entities. Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting. Restricted stock units will vest with respect to 33 1/3% on each of January 2, 2022, January 2, 2023 and January 2, 2024, subject to continued employment. 50% of the restricted stock units will be deemed earned and vested if the closing price per share of common stock of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively, subject to continued employment. On June 25, 2021 (the "Closing Date"), AJ Capital Investment, LLC received the right to acquire 2,764,500 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to AJ Capital Investment, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled. On June 25, 2021 (the "Closing Date"), Luo Pan Investment II, LLC received the right to acquire 1,065,000 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to Luo Pan Investment II, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled. /s/ Benjamin Wu, attorney-in-fact for Jason Luo 2021-09-01