Docherty Susan E returned 1,745,000 shares to the company and converted options into 1,541,667 shares, closing all direct ownership in the company (SEC Form 4)
$SOLO
Auto Manufacturing
Consumer Discretionary
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ELECTRAMECCANICA VEHICLES CORP. [ SOLO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/26/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/26/2024 | M | 666,667 | A | (2) | 870,000 | D | |||
| Common Stock | 03/26/2024 | M | 875,000 | A | (4) | 1,745,000 | D | |||
| Common Stock | 03/26/2024 | D | 1,745,000 | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units | (2) | 03/26/2024 | M | 666,667 | (2)(3) | (2)(3) | Common Stock | 666,667 | $0 | 0 | D | ||||
| Performance Share Units | (4) | 03/26/2024 | M | 437,500 | (4)(5) | (4)(5) | Common Stock | 437,500 | $0 | 0 | D | ||||
| Performance Share Units | (4) | 03/26/2024 | M | 218,750 | (4)(6) | (4)(6) | Common Stock | 218,750 | $0 | 0 | D | ||||
| Performance Share Units | (4) | 03/26/2024 | M | 218,750 | (4)(7) | (4)(7) | Common Stock | 218,750 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. On March 26, 2024, Xos, Inc. ("Xos") acquired all of the issued and outstanding common shares (the "ElectraMeccanica Shares") of Electra Meccanica Vehicles Corp. ("ElectraMeccanica") pursuant to a plan of arrangement (the "Plan of Arrangement") under the Business Corp orations Act (British Columbia) (the "Arrangement"). Under the terms of the arrangement agreement, dated January 11, 2024, by and between ElectraMeccanica and Xos (as amended, the "Arrangement Agreement"), and the Plan of Ar rangement, at the effective time of the Arrangement (the "Effective Time"), each ElectraMeccanica Share outstanding immediately prior to the Effective Time was transferred to Xos in exchange for 0.0143739 shares of Xos common stock. |
| 2. Each restricted share unit ("RSU") represented a contingent right to receive one ElectraMeccanica Share upon vesting. Pursuant to the Arrangement Agreement, each RSU that was outstanding immediately prior to the Effective Time vested and was settled by ElectraMeccanica in exchange for one ElectraMec canica Share. |
| 3. On December 5, 2022, the reporting person was granted a total of 1,000,000 RSUs, which were to vest in three equal annual installments from the grant date. |
| 4. Each performance share unit ("PSU") represented a contingent right to receive one ElectraMeccanica Share upon vesting. Pursuant to the Arrangement Agreement, each PSU that was outstanding immediately prior to the Effective Time vested and was settled by ElectraMeccanica in exchange for one ElectraMec canica Share. |
| 5. On December 5, 2022, the reporting person was granted a total of 437,500 PSUs, which were to vest on the first date on which the 30-day volume weighted average trading price per ElectraMeccanica Share was $5.00 or greater. |
| 6. On December 5, 2022, the reporting person was granted a total of 218,750 PSUs, which were to vest on the first date on which the 30-day volume weighted average trading price per ElectraMeccanica Share was $6.00 or greater. |
| 7. On December 5, 2022, the reporting person was granted a total of 218,750 PSUs, which were to vest on the first date on which the 30-day volume weighted average trading price per ElectraMeccanica Share was $7.00 or greater. |
| /s/ Susan Docherty | 03/26/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||