0001209191-23-044647.txt : 20230804
0001209191-23-044647.hdr.sgml : 20230804
20230804174013
ACCESSION NUMBER: 0001209191-23-044647
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230802
FILED AS OF DATE: 20230804
DATE AS OF CHANGE: 20230804
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rodrigues Alex
CENTRAL INDEX KEY: 0001887884
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39881
FILM NUMBER: 231145125
MAIL ADDRESS:
STREET 1: C/O EMBARK TRUCKS INC.
STREET 2: 424 TOWNSEND STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Embark Technology, Inc.
CENTRAL INDEX KEY: 0001827980
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 853343695
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 321 ALABAMA STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94110
BUSINESS PHONE: (415) 671-9628
MAIL ADDRESS:
STREET 1: 321 ALABAMA STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94110
FORMER COMPANY:
FORMER CONFORMED NAME: Northern Genesis Acquisition Corp. II
DATE OF NAME CHANGE: 20201009
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-08-02
1
0001827980
Embark Technology, Inc.
EMBK
0001887884
Rodrigues Alex
321 ALABAMA STREET
SAN FRANCISCO
CA
94110
1
1
1
0
Chief Executive Officer
0
Class B Common Stock
2023-08-02
4
D
0
29065434
0.00
D
Class A Common Stock
29065434
0
I
See footnote
Restricted Stock Units
2023-08-02
4
D
0
1453266
0.00
D
Class A Common Stock
1453266
0
D
Shares of the Class B common stock may be converted into shares of Class A common stock, on a one-to-one basis, at the option of the holder at any time and have no expiration date.
Reflects the amount of shares beneficially held following a 20-for-1 stock split effected by the Issuer on August 16, 2022, which was exempt from reporting pursuant to Rule 16a-9.
Pursuant to an Agreement and Plan of Merger, dated as of May 25, 2023 (the "Merger Agreement"), by and among the Issuer, Applied Intuition, Inc., and Azara Merger Sub, Inc., at the effective time of the merger (the "Effective Time"), each share of Class B common stock was cancelled and automatically converted into the right to receive an amount equal to $2.88 in cash, without interest.
The shares are held of record by the Alex Rodrigues Living Trust for which the reporting person serves as trustee.
Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer.
The restricted stock units, or RSUs, will vest, if at all, in six equal tranches based on the Issuer's stock price exceeding certain thresholds. Pursuant to the Merger Agreement, at the Effective Time each outstanding RSU that was subject to performance-based vesting conditions was automatically cancelled for no consideration.
/s/ Siddhartha Venkatesan, attorney-in-fact
2023-08-04