0001567619-21-016590.txt : 20210901 0001567619-21-016590.hdr.sgml : 20210901 20210901170901 ACCESSION NUMBER: 0001567619-21-016590 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: Hu Hailiang CENTRAL INDEX KEY: 0001869152 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39457 FILM NUMBER: 211230957 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 0001869152 Hu Hailiang 1055 W SQUARE LAKE ROAD TROY MI 48098 0 1 0 0 Chief Operating Officer Common Stock 821172 I by 456 Investments, LLC Employee Restricted Stock Unit 2021-08-30 4 A 0 50000 0 A Common Stock 50000 50000 D Earnout Restricted Stock Unit 2021-08-30 4 A 0 1500000 0 A Common Stock 1500000 1500000 D Earnout Right Common Stock 53000 53000 I by 456 Investments, LLC The reporting person and Benjamin Wu have shared voting and investment power with respect to the common stock held by 456 Investments, LLC. Accordingly, both the reporting person and Mr. Wu may be deemed to have beneficial ownership of the common stock held by 456 Investments, LLC. 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"), 456 Investments, LLC received the right to acquire 53,000 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 456 Investments, 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 Hailiang Hu 2021-09-01