0001213900-21-025479.txt : 20210510 0001213900-21-025479.hdr.sgml : 20210510 20210510212236 ACCESSION NUMBER: 0001213900-21-025479 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210426 FILED AS OF DATE: 20210510 DATE AS OF CHANGE: 20210510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northern Genesis Sponsor LLC CENTRAL INDEX KEY: 0001821256 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39451 FILM NUMBER: 21909334 BUSINESS ADDRESS: STREET 1: C/O NORTHERN GENESIS ACQUISITION CORP. STREET 2: 4801 MAIN STREET, SUITE 1000 CITY: KANSAS CITY STATE: MO ZIP: 64112 BUSINESS PHONE: (816) 983-8000 MAIL ADDRESS: STREET 1: C/O NORTHERN GENESIS ACQUISITION CORP. STREET 2: 4801 MAIN STREET, SUITE 1000 CITY: KANSAS CITY STATE: MO ZIP: 64112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Robertson Ian CENTRAL INDEX KEY: 0001821310 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39451 FILM NUMBER: 21909333 MAIL ADDRESS: STREET 1: C/O NORTHERN GENESIS ACQUISITION CORP. STREET 2: 4801 MAIN STREET, SUITE 1000 CITY: KANSAS CITY STATE: MO ZIP: 64112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Northern Genesis Acquisition Corp. CENTRAL INDEX KEY: 0001815495 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4801 MAIN STREET STREET 2: SUITE 1000 CITY: KANSAS CITY STATE: MO ZIP: 64112 BUSINESS PHONE: (816) 983-8000 MAIL ADDRESS: STREET 1: 4801 MAIN STREET STREET 2: SUITE 1000 CITY: KANSAS CITY STATE: MO ZIP: 64112 4 1 ownership.xml X0306 4 2021-04-26 1 0001815495 Northern Genesis Acquisition Corp. NGA 0001821256 Northern Genesis Sponsor LLC C/O NORTHERN GENESIS ACQUISITION CORP. 4801 MAIN STREET, SUITE 1000 KANSAS CITY MO 64112 1 0 1 0 0001821310 Robertson Ian C/O NORTHERN GENESIS ACQUISITION CORP. 4801 MAIN STREET, SUITE 1000 KANSAS CITY MO 64112 0 0 1 0 Common Stock 2021-05-06 4 D 0 7986336 D 0 D Warrants 11.50 2021-04-26 4 P 0 3000000 1.00 A 2026-05-06 Common Stock 3000000 11139069 D Warrants 11.50 2021-05-06 4 D 0 11139069 D 2026-05-06 Common Stock 11139069 0 D Northern Genesis Sponsor LLC ( the "Sponsor") forfeited to Northern Genesis Acquisition Corp. (the "Issuer") for no consideration as a result of the less-than-full exercise of the underwriters' over-allotment option in connection with the Issuer's initial public offering which transaction was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This form is being filed by the following reporting persons: The Sponsor and Ian Robertson (together with the Sponsor, the "Reporting Persons"). Ian Robertson, the Issuer's Vice Chairman, is one of the managing members of the Sponsor. Mr. Robertson disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein. In connection with the merger (the "Merger") of Lion Electric Merger Sub Inc. ("Merger Sub") with and into the Issuer pursuant to that certain Business Combination Agreement and Plan of Reorganization dated as of November 30, 202, between, Lion Electric Company ("Lion"), the Issuer, Merger Sub, 7,986,336 shares of the common stock of the Issuer, par value $0.0001 per share ("Issuer Common Stock"), were disposed of in exchange for the same number of shares of common stock, par value $0.0001 per share, of Lion ("Lion Common Stock"). In connection with the Merger, the Issuer issued to Sponsor working capital warrants to purchase 3,000,000 shares of NGA Common Stock (the "Working Capital Warrants") which become exercisable on the later of 30 days after the completion of the Issuers initial business combination or August 20, 2021. In connection with the Merger, warrants to purchase 11,139,069 shares of the Issuer Common Stock, which become exercisable on the later of 30 days after the completion of the Issuers initial business combination or August 20, 2021, were disposed of in exchange for the warrants to purchase the same number of shares of Lion Common Stock. The 11,139,069 warrants include the Working Capital Warrants as well as 7,750,000 warrants issued to the Sponsor in connection with the Issuer's initial public offering and 389,069 warrants issued to Sponsor as a result of the less-than-full exercise of the underwriters' over-allotment option in connection with the Issuer's initial public offering. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. /s/ Northern Genesis Sponsor LLC, by Ian Robertson, Managing Member 2021-05-06 /s/ Ian Robertson 2021-05-06