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^*

Antara Capital LP

(Last)

(First)

(Middle)

500 FIFTH AVENUE, SUITE 2320

(Street)

NEW YORK

10110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EVO Transportation & Energy Services, Inc. [ EVOA ]

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)
12/31/2020

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

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

	Form filed by One Reporting Person
X	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)

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)
Warrants to Purchase Common Stock	$2.5	12/31/2020		S		943,797		09/16/2019	09/16/2029	Common Stock	943,797	⁽⁵⁾	10,331,203⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Warrants to Purchase Common Stock	$2.5	12/31/2020		S		3,650,000		02/27/2020	02/27/2030	Common Stock	3,650,000	⁽⁵⁾	6,681,203⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Warrants to Purchase Common Stock	$2.5	12/31/2020		S		3,250,000		05/29/2020	05/29/2030	Common Stock	3,250,000	⁽⁵⁾	3,431,203⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Warrants to Purchase Common Stock	$2.5	12/31/2020		S		81,203		09/16/2019	09/16/2029	Common Stock	81,203	⁽⁶⁾	3,350,000⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁸⁾
Warrants to Purchase Common Stock	$0.01	12/31/2020		P		5,020,030		12/31/2020	09/16/2024	Common Stock	5,020,030	⁽⁵⁾	8,370,030⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Warrants to Purchase Common Stock	$0.01	12/31/2020		P		51,970		12/31/2020	09/16/2024	Common Stock	51,970	⁽⁶⁾	8,422,000⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁸⁾
Warrants to Purchase Common Stock	$0.01	12/31/2020		P		454,006		01/01/2021	12/31/2030	Common Stock	454,006	⁽⁷⁾	8,876,006⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾
Warrants to Purchase Common Stock	$0.01	12/31/2020		P		30,547		01/01/2021	12/31/2030	Common Stock	30,547	⁽⁷⁾	8,906,553⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Antara Capital LP

(Last)

(First)

(Middle)

500 FIFTH AVENUE, SUITE 2320

(Street)

NEW YORK

10110

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Antara Capital Master Fund LP

(Last)

(First)

(Middle)

500 FIFTH AVENUE, SUITE 2320

(Street)

NEW YORK

10110

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Antara Capital GP LLC

(Last)

(First)

(Middle)

500 FIFTH AVENUE, SUITE 2320

(Street)

NEW YORK

10110

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Antara Capital Fund GP LLC

(Last)

(First)

(Middle)

500 FIFTH AVENUE, SUITE 2320

(Street)

NEW YORK

10110

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Gulati Himanshu

(Last)

(First)

(Middle)

500 FIFTH AVENUE, SUITE 2320

(Street)

NEW YORK

10110

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This Form 4 is being filed on behalf of (i) Antara Capital Master Fund LP, a Cayman Islands exempted limited partnership ("Antara Master Fund"), (ii) Antara Capital LP, a Delaware limited partnership ("Antara Capital"), (iii) Antara Capital GP LLC, a Delaware limited liability company ("Antara GP"), (iv) Antara Capital Fund GP LLC, a Delaware limited liability company ("Antara Fund GP") and (v) Himanshu Gulati (collectively, the "Reporting Persons"). Antara Capital serves as the investment manager of Antara Master Fund. Antara Fund GP is the general partner of Antara Master Fund and Antara GP is the general partner of Antara Capital. Himanshu Gulati is the sole member of Antara Fund GP and Antara GP.

2. (continued from footnote 1) Each of Antara Capital, Antara GP, Antara Fund GP and Himanshu Gulati may be deemed to indirectly beneficially own Common Stock held directly by the Antara Master Fund and each disclaims beneficial ownership of all such Common Stock except to the extent of any indirect pecuniary interest therein.

3. The warrants are held directly by Antara Master Fund.

4. The total number of derivative securities beneficially owned by the Reporting Persons after the transactions described in this Form 4 consists of (i) 8,558,643 warrants held directly by Antara Master Fund and (ii) 347,910 warrants held by a managed account for which Antara Capital serves as investment manager (the "Managed Fund"). The Reporting Persons disclaim beneficial ownership of warrants held by the Managed Fund except to the extent of the Reporting Persons' pecuniary interest therein.

5. On December 31, 2020, EVO Transportation & Energy Services, Inc. ("EVO") and Antara Master Fund entered into a Warrant Exchange Agreement (the "Antara Exchange Agreement"), pursuant to which Antara Master Fund exchanged certain warrants to purchase, in the aggregate, 7,843,797 shares of Common Stock with an exercise price of $2.50 per share for warrants to purchase 5,020,030 shares of Common Stock at an exercise price of $0.01. The Antara Exchange Agreement was entered into pursuant to the terms of the Second Amendment to Forbearance Agreement and Omnibus Amendment to Loan Documents, dated as of October 20, 2020 (the "Omnibus Amendment"), by and among EVO, each subsidiary of EVO, various lenders under the loan documents and Cortland Capital Market Services LLC, as administrative agent and collateral agent.

6. On December 31, 2020, EVO and the Managed Fund entered into a Warrant Exchange Agreement (the "Managed Fund Exchange Agreement") pursuant to which the Managed Fund exchanged a warrants to purchase 81,203 shares of Common Stock with an exercise price of $2.50 per share for warrants to purchase 51,970 shares of Common Stock at an exercise price of $0.01. The Managed Fund Exchange Agreement was entered into pursuant to the terms of the Omnibus Amendment.

7. The warrants were issued pursuant to the terms of the Omnibus Amendment.

8. This report shall not be deemed an admission that the Reporting Persons, or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

	ANTARA CAPITAL MASTER FUND LP, By: Antara Capital LP, not in its individual corporate capacity, but solely as Investment Advisor and agent, By: Antara Capital GP LLC, its general partner,By: /s/ Himanshu Gulati,Name: Himanshu Gulati,Title: Managing Member	01/25/2021
	ANTARA CAPITAL LP, By: Antara Capital GP LLC, its general partner, By: /s/ Himanshu Gulati, Name: Himanshu Gulati, Title: Managing Member	01/25/2021
	ANTARA CAPITAL GP LLC, By: /s/ Himanshu Gulati, Name: Himanshu Gulati, Title: Managing Member	01/25/2021
	ANTARA CAPITAL FUND GP LLC, By: /s/ Himanshu Gulati, Name: Himanshu Gulati, Title: Managing Member	01/25/2021
	By: /s/ Himanshu Gulati, Himanshu Gulati, an individual	01/25/2021
	** 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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