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