Jason Luo - Jun 25, 2021 Form 4 Insider Report for Electric Last Mile Solutions, Inc. (ELMSQ)

Signature
/s/ Benjamin Wu, attorney-in-fact for Jason Luo
Stock symbol
ELMSQ
Transactions as of
Jun 25, 2021
Transactions value $
$0
Form type
4
Date filed
6/29/2021, 05:27 PM
Next filing
Sep 1, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ELMSQ Common Stock Award +42.6M 42.6M Jun 25, 2021 by AJ Capital Investment, LLC F1, F2
transaction ELMSQ Common Stock Conversion of derivative security +234K +0.55% 42.9M Jun 25, 2021 by AJ Capital Investment, LLC F2, F3
transaction ELMSQ Common Stock Award +16.4M 16.4M Jun 25, 2021 by Luo Pan Investment II, LLC F2, F4

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 ELMSQ Convertible Note Conversion of derivative security -234K -100% 0 Jun 25, 2021 Common Stock 234K by AJ Capital Investment, LLC F2, F5
transaction ELMSQ Earnout Right Award +2.76M 2.76M Jun 25, 2021 Common Stock 2.76M by AJ Capital Investment, LLC F2, F6
transaction ELMSQ Earnout Right Award +1.07M 1.07M Jun 25, 2021 Common Stock 1.07M by Luo Pan Investment II, LLC F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for 51,919 shares of common stock of Electric Last Mile, Inc. ("ELM"), pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended ("Merger Agreement").
F2 The reporting person is the sole member of AJ Capital Investment, LLC and is the co-manager of Luo Pan Investment II, LLC and has sole voting and investment power with respect to the common stock held by these entities.
F3 Shares were issued to the reporting person upon conversion of an aggregate of $2,126,720.38 in principal and accrued interest under a convertible note owed to the reporting person.
F4 Received in exchange for 20,000 shares of common stock of Electric Last Mile, Inc. ("ELM"), pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended ("Merger Agreement").
F5 On December 10, 2020, Electric Last Mile, Inc. ("ELM") entered into a $2,125,000 ELM Convertible Note with AJ Capital Investment, LLC. The reporting person is the beneficial owner of the ELM Convertible Note issued to AJ Capital Investment, LLC. Pursuant to the terms of the Convertible Note, upon the closing of the transaction contemplated pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended, the Convertible Note will be converted into shares of common stock of Electric Last Mile Solutions, Inc.
F6 On June 25, 2021 (the "Closing Date"), AJ Capital Investment, LLC received the right to acquire 2,764,500 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to AJ Capital Investment, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled.
F7 On June 25, 2021 (the "Closing Date"), Luo Pan Investment II, LLC received the right to acquire 1,065,000 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to Luo Pan Investment II, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled.