FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EVgo Inc. [ EVGO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/14/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 10/14/2024 | M | 54,054 | A | (1) | 74,753 | D | |||
Class A Common Stock | 10/14/2024 | M | 2,042 | A | (1) | 76,795 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (3)(4) | 10/14/2024 | (2)(3) | M | 54,054 | (3) | (3) | Class A Common Stock | 54,054 | $0 | 0 | D | |||
Restricted Stock Units | (2)(4) | 10/14/2024 | (1)(3) | M | 2,042 | (2) | (2) | Class A Common Stock | 2,042 | $0 | 0 | D |
Explanation of Responses: |
1. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's Class A common stock, $0.0001 par value ("Class A Common Stock"). |
2. The Reporting Person received a grant of 6,468 restricted stock units ("RSUs") in October 2022, vesting in three equal installments on the first three anniversaries of October 12, 2022, in consideration for the Reporting Person's service as a Board Observer to the Issuer. Subsequently, the Reporting Person tendered his resignation from service as a Board Observer to the Issuer effective as of May 16, 2023, the day prior to the Reporting Person's anticipated election to the Issuer's Board of Directors (the "Board"), and vesting for a portion (2,270) of these RSUs was accelerated effective as of such resignation. The remaining (4,198) RSUs subject to the grant, will vest over the original vesting schedule (2042 in 2024 and 2156 in 2025), but are deemed to be in consideration for the Reporting Person's service as a member of the Board. |
3. The Reporting Person received a grant of 54,054 RSUs in October 2023, vesting in full on the first anniversary of October 12, 2023, and are deemed to be in consideration for the Reporting Person's service as a member of the Board. |
4. RSUs awarded under the Issuer's 2021 Long Term Incentive Plan. |
/s/ Jonathan Seelig | 10/16/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |