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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Private Warrant | $ 11.50 | 05/13/2020 | P | 487,500 | (5) | (6) | Common Stock | 487,500 | $ 10 (1) | 487,500 | I | By GigAcquisitions3, LLC (3) | |||
Private Warrant | $ 11.50 | 06/29/2021 | J(7) | 487,500 | (5) | (6) | Common Stock | 0 | $ 0 | 0 | I | By GigAcquisitions3, LLC (3) | |||
Private Warrant | $ 11.50 | 06/29/2021 | J(7) | 1,462 | (5) | (6) | Common Stock | 1,462 | $ 0 | 1,462 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Miotto Neil C/O LIGHTNING EMOTORS, INC. 1731 EMBARCADERO ROAD, SUITE 200 PALO ALTO, CA 94303 |
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Neil Miotto | 07/01/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | $10.00 is the price per Private Unit, with each Private Unit consisting of (i) one share of Common Stock and (ii) three-fourths of one Private Warrant with each whole warrant exercisable at price of $11.50 per share of Common Stock. |
(2) | Includes 5,735,000 founder shares of Common Stock previously reported in the Amended Form 3 filed by the Reporting Person on July 1, 2021, and includes 750,000 shares of Common Stock that were forfeited by GigAcqusitions3, LLC (the "Sponsor") on June 29, 2020 because the underwriters' over-allotment was not exercised. The forfeiture of 750,000 shares of Common Stock held by the Sponsor is reported by the Reporting Person on this Form 4. |
(3) | The Common Stock and Private Warrants are held directly by the Sponsor. Mr. Miotto is a member of GigFounders, LLC, which has a financial and voting interest in the Sponsor as a member of the Sponsor and that entities this partnership to participate in any economic return of the Sponsor in accordance with terms negotiated with the other holders of financial and voting interests in the Sponsor. Accordingly, the shares of Common Stock and Private Warrants held by the Sponsor, subject to the interests of such other holders, are indirectly and beneficially owned by Mr. Miotto by virtue of his financial interest in GigFounders, LLC. |
(4) | Distribution of Common Stock to direct and indirect members of the Sponsor. |
(5) | The Private Warrants will become exercisable on the later of 30 days after the completion of the Company's initial business combination or 12 months from the completion of the Company's initial public offering. |
(6) | The Private Warrants will expire on the fifth anniversary of the Company's completion of its initial business combination. |
(7) | Distribution of Private Warrants to direct and indirect members of the Sponsor. |