SEC Form 3: Rosella Holdings Ltd claimed ownership of 11,170,687 units of Common Stock
$GIK
Business Services
Finance
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 05/06/2021 |
3. Issuer Name and Ticker or Trading Symbol
Lightning eMotors, Inc. [ ZEV ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock(3) | 11,170,687(1)(2)(3) | D(4) | |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. These securities were acquired by Rosella Holdings Limited, a Guernsey limited company ("Rosella"), pursuant to the Business Combination Agreement among Lightning Systems, Inc., a privately held Delaware corporation that now is a wholly owned subsidiary of the Issuer (previously known as GigCapital3, Inc.), and Project Power Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer. |
| 2. In connection with the Business Combination Agreement, 10,212,713 shares of the Issuer's Common Stock were issued to Rosella in exchange for Lightning Systems Common Stock received by Rosella upon the automatic conversion of pre-merger Lightning Systems preferred stock, 258,809 shares of the Issuer's Common Stock were issued to Rosella in exchange for Lightning Systems Common Stock received by Rosella upon the automatic conversion of pre-merger Lightning Systems preferred stock dividends, 283,311 shares of the Issuer's Common Stock were issued to Rosella in exchange for Lightning Systems Common Stock received by Rosella upon the automatic conversion of a pre-merger Lightning Systems convertible note and 415,854 shares of the Issuer's Common Stock were issued to Rosella in exchange for Lightning Systems Common Stock received by Rosella upon the exercise of Lighting Systems warrants pre-merger. |
| 3. Rosella may be deemed to have indirect beneficial ownership of securities held by Aravaipa Venture Fund, LLC. Rosella disclaims beneficial ownership of such securities. |
| 4. These securities are directly held by Rosella. The directors of Rosella are International Company Management Limited and Portman Welbeck Limited. Both International Company Management Limited and Portman Welbeck Limited disclaim beneficial ownership of such securities. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Teresa Covington,Teresa Covington, attorney-in-fact on behalf of Rosella Holdings Ltd. | 05/14/2021 | |
| /s/ Teresa Covington, Teresa Covington, attorney-in-fact on behalf of International Company Management Limited | 05/14/2021 | |
| /s/ Teresa Covington, Teresa Covington, attorney-in-fact on behalf of Portman Welbeck Limited | 05/14/2021 | |
| ** 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 5 (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. | ||