Brandon Moak - Aug 2, 2023 Form 4 Insider Report for Embark Technology, Inc. (EMBK)

Role
Chief Technology Officer, Director, 10%+ Owner
Signature
/s/ Siddhartha Venkatesan, attorney-in-fact
Stock symbol
EMBK
Transactions as of
Aug 2, 2023
Transactions value $
$0
Form type
4
Date filed
8/4/2023, 05:52 PM
Previous filing
Nov 18, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EMBK Class B Common Stock Disposed to Issuer $0 -15.7M -100% $0.00* 0 Aug 2, 2023 Class A Common Stock 15.7M See footnote F1, F2, F3, F4
transaction EMBK Restricted Stock Units Disposed to Issuer $0 -783K -100% $0.00* 0 Aug 2, 2023 Class A Common Stock 783K Direct F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Brandon Moak is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 The shares are held of record by the Brandon Moak Living Trust for which the reporting person serves as a trustee.
F5 Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer.
F6 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.