SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Aquila Tony

(Last)

(First)

(Middle)

C/O CANOO INC.

19951 MARINER AVE

(Street)

TORRANCE

90503

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Canoo Inc. [ GOEV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/04/2023		A		5,599,104⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	79,986,536	I	By LLCs⁽³⁾⁽⁴⁾
Common Stock								14,278,014	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to Purchase Common Stock	$0.67	08/04/2023		A		5,599,104		02/04/2024	02/04/2029	Common Stock	5,599,104⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	24,249,376⁽¹⁾⁽²⁾⁽⁵⁾	I	By LLCs⁽⁵⁾

Explanation of Responses:

1. Represents shares and warrants received by AFV Partners SPV-10/C LLC ("AFV-10/C") pursuant to the Common Stock and Common Warrant Purchase Agreement (the "Purchase Agreement") entered into among the Issuer and AFV-10/C on August 4, 2023, subject to customary closing conditions. The Purchase Agreement provides for the sale and issuance by the Issuer of an aggregate of 5,599,104 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), together with warrants (the "Warrants") to purchase up to an aggregate 5,599,104 shares of Common Stock at a combined purchase price of $0.5358 per share and accompanying Warrant.

2. 5,599,104 shares of Common Stock and Warrants to purchase up to 5,599,104 shares of Common Stock were issued to AFV-10/C on August 4, 2023, following the satisfaction of customary closing conditions.

3. (i) 12,509,387 shares of Common Stock are held by AFV Partners SPV-4 LLC, a Delaware limited liability company ("AFV-4"); (ii) 35,273,268 shares of Common Stock are held by AFV Partners SPV-7 LLC, a Delaware limited liability company ("AFV-7"); (iii) 3,450,000 shares of Common Stock held by AFV Partners SPV-7/A LLC, a Delaware limited liability company ("AFV-7/A"); (iv) 4,504,505 shares of Common Stock are held by AFV Partners SPV-10 LLC, a Delaware limited liability company ("AFV 10"); (v) 9,331,840 shares of Common Stock are held by AFV-10/A, a Delaware limited liability company("AFV-10/A"); (vi) 6,998,880 shares of Common Stock are held by AFV-10/B, a Delaware limited liability company ("AFV-10/B"); (vii) 2,319,552 shares of Common Stock are held by I-40 OKC Partners LLC, an Oklahoma limited liability company ("I-40 OKC"); and (viii) 5,599,104 shares of Common Stock are held by AFV Partners SPV-10/C LLC, a Delaware limited liability company.

4. (Continued from footnote 3) AFV Management Advisors LLC, a Delaware limited liability company ("AFV") is the sole manager and controlling member of AFV-4, AFV-7, AFV-7/A, AFV-10, AFV-10/A, AFV-10/B and AFV-10/C. AFV is the sole manager of the ultimate parent entity of I-40 OKC. Mr. Aquila is the managing member of AFV, which exercises ultimate voting and investment power with respect to the shares held by AFV-4, AFV-7, AFV-7/A, AFV-10, AFV-10/A, AFV-10/B, AFV 10/C and I-40 OKC. The Reporting Person disclaims beneficial ownership of the shares held by AFV 4, AFV 7, AFV-7/A, AFV-10, AFV-10/A, AFV-10/B, AFV-10/C and I-40 OKC, except to the extent of his pecuniary interest therein.

5. (i) Warrants to purchase up to 9,331,840 shares of Common Stock are held by AFV-10/A, (ii) Warrants to purchase up to 6,998,880 shares of Common Stock are held by AFV-10/B, (iii) Warrants to purchase up to 5,599,104 shares of Common Stock are held by AFV-10/C, and (iv) Warrants to purchase up to 2,319,552 shares of Common Stock are held by I-40 OKC.

	/s/ Hector Ruiz, Attorney-in-Fact	08/16/2023
	** 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).
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SEC Form 4: Aquila Tony was granted 5,599,104 shares