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^*

GEM Global Yield LLC SCS

(Last)

(First)

(Middle)

12C, RUE GUILLAUME J. KROLL

(Street)

LUXEMBOURG

L-1882

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nxu, Inc. [ NXU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2023

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⁾	10/10/2023		S		50,000	D	$0.1174⁽²⁾	33,750,000	D
Class A common stock⁽¹⁾	10/11/2023		S		50,000	D	$0.1045⁽³⁾	33,650,000	D
Class A common stock⁽¹⁾	10/12/2023		S		69,311	D	$0.0834⁽⁴⁾	33,580,689	D
Class A common stock⁽¹⁾	10/13/2023		S		84,383	D	$0.0892⁽⁵⁾	33,496,306	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)

Explanation of Responses:

1. Consists of shares of Class A Common Stock, $0.0001 par value per share, held directly by GEM Global Yield LLC SCS ("GEM Investor"). GEM Global Yield Fund LLC ("GEM GP") is the general partner of GEM Investor and Christopher F. Brown is the sole beneficial owner of GEM GP. In such capacities, GEM GP and Mr. Brown may be deemed to have indirect voting and dispositive power over the shares held by GEM Investor. GEM GP and Mr. Brown each disclaim beneficial ownership of the shares held by GEM Investor, except to the extent, if any, that they have a pecuniary interest in such shares.

2. The transactions referenced herein provide for various per share prices ranging from $0.1091 to $0.1316. GEM Investor undertakes to provide to the Staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased or sold at each separate price.

3. The transactions referenced herein provide for various per share prices ranging from $0.1027 to $0.1079. GEM Investor undertakes to provide to the Staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased or sold at each separate price.

4. The transactions referenced herein provide for various per share prices ranging from $0.0775 to $0.102. GEM Investor undertakes to provide to the Staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased or sold at each separate price.

5. The transactions referenced herein provide for various per share prices ranging from $0.0802 to $0.1186. GEM Investor undertakes to provide to the Staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased or sold at each separate price.

	GEM Global Yield LLC SCS, By: /s/ Christopher F. Brown, Title: Manager	10/13/2023
	** 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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