Richard Michael Barlow - Jul 15, 2022 Form 4 Insider Report for Wejo Group Ltd (WEJOF)

Role: Chief Executive Officer, Director
Signature: /s/ Mina Bhama, attorney-in-fact for Richard Michael Barlow
Stock symbol: WEJOF
Transactions as of: Jul 15, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/19/2022, 04:13 PM
Previous filing: Nov 19, 2021
Next filing: Jul 29, 2022

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	WEJOF	Restricted Share Units	Award	$0	+4.7M		$0.00	4.7M	Jul 15, 2022	Common Shares	4.7M		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Restricted share units (that settle for Common Shares) ("RSUs") equal to 5% of the number of the Common Shares outstanding as of the closing of the business combination between Wejo Group Limited (the "Company"), certain of its affiliates, and Virtuoso Acquisition Corp. on November 18, 2021 that vest if the price of Common Shares equals or exceeds $50.00 on any twenty trading days in any thirty trading day period ("Share Price Condition") between November 18, 2026 and November 18, 2031. Under the RSU Award Agreement between the Company and Reporting Person, dated July 15, 2022, if the Share Price Condition is satisfied on or before November 17, 2026, the RSUs will lapse and Reporting Person may exchange the 4,697,511 B shares Reporting Person holds in Wejo Limited ("WL") for an equal number of Common Shares of the Company under that certain Subscription Agreement Relating to B Ordinary Shares in the Capital of WL by and among the Company, Reporting Person and WL, dated July 15, 2022.

Content

Restricted share units (that settle for Common Shares) ("RSUs") equal to 5% of the number of the Common Shares outstanding as of the closing of the business combination between Wejo Group Limited (the "Company"), certain of its affiliates, and Virtuoso Acquisition Corp. on November 18, 2021 that vest if the price of Common Shares equals or exceeds $50.00 on any twenty trading days in any thirty trading day period ("Share Price Condition") between November 18, 2026 and November 18, 2031. Under the RSU Award Agreement between the Company and Reporting Person, dated July 15, 2022, if the Share Price Condition is satisfied on or before November 17, 2026, the RSUs will lapse and Reporting Person may exchange the 4,697,511 B shares Reporting Person holds in Wejo Limited ("WL") for an equal number of Common Shares of the Company under that certain Subscription Agreement Relating to B Ordinary Shares in the Capital of WL by and among the Company, Reporting Person and WL, dated July 15, 2022.