SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Sullivan Francine

(Last)

(First)

(Middle)

C/O EVGO INC.

11835 W. OLYMPIC DLVD. SUITE 900E

(Street)

LOS ANGELES

90064

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EVgo Inc. [ EVGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	03/14/2025		M		23,242	A	$0	140,569	D
Class A Common Stock	03/14/2025		F		9,146	D	$2.4⁽²⁾	131,423	D
Class A Common Stock⁽¹⁾	03/14/2025		M		41,667	A	$0	173,090	D
Class A Common Stock	03/14/2025		F		16,396	D	$2.4⁽²⁾	156,694	D
Class A Common Stock⁽¹⁾	03/14/2025		M		66,666	A	$0	223,360	D
Class A Common Stock	03/14/2025		F		26,234	D	$2.4⁽²⁾	197,126	D
Class A Common Stock⁽¹⁾	03/14/2025		M		7,407	A	$0	204,533	D
Class A Common Stock	03/14/2025		F		2,915	D	$2.4⁽²⁾	201,618	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/14/2025		M			23,242	⁽³⁾	⁽³⁾	Class A Common Stock	23,242	$0.00	0	D
Restricted Stock Units	⁽¹⁾	03/14/2025		M			41,667	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	41,667	$0.00	41,667	D
Restricted Stock Units	⁽¹⁾	03/14/2025		M			66,666	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	66,666	$0.00	133,334	D
Restricted Stock Units	⁽¹⁾	03/14/2025		M			7,407	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	7,407	$0.00	59,260	D
Restricted Stock Units	⁽¹⁾	03/18/2025		A		213,675		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	213,675	$0.00	213,675	D

Explanation of Responses:

1. Restricted stock units ("RSUs") awarded under the Issuer's 2021 Long Term Incentive Plan (the "Plan"). 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. On March 14, 2025, the Reporting Person's RSUs vested. The closing price of the Class A Common Stock on March 14, 2025 was the settlement price used to calculate the shares withheld.

3. The RSUs vest in three equal annual installments on each of the first three anniversaries of February 1, 2022, subject to the Reporting Person's continued employment through each vesting date. The RSUs vested on February 1, 2025, but settlement was delayed until transactions acceptable under the Issuer's insider trading policy were permitted.

4. The RSUs vest in three equal annual installments on each of the first three anniversaries of February 1, 2023, subject to the Reporting Person's continued employment through each such vesting date. The RSUs vested on February 1, 2025, but settlement was delayed until transactions acceptable under the Issuer's insider trading policy were permitted.

5. The RSUs vest in three equal annual installments on each of the first three anniversaries of March 15, 2024, subject to the Reporting Person's continued employment through each vesting date.

6. Performance-based restricted stock units ("PSUs") awarded under the Plan. Each PSU represents the contingent right to receive, upon vesting of the PSU, one share of Class A Common Stock. The PSUs generally vest in three equal installments on the first three anniversaries of March 15, 2024, provided that the applicable performance goal has been achieved by such date (and, if not, on the date the applicable performance goal is subsequently achieved), and subject to the continuous service of the Reporting Person through the applicable vesting date. The applicable performance goal for each tranche of PSUs will be satisfied if the Class A Common Stock achieves a specified per share price for such tranche calculated based on a 20-day volume-weighted average price at any time prior to March 15, 2029.

7. The RSUs will vest in three equal annual installments on each of the first three anniversaries of March 18, 2025, subject to the Reporting Person's continued employment through each vesting date.

	/s/ Francine Sullivan	03/18/2025
	** 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).
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