SEC Form 4: Ecp Controlco, Llc converted options into 8,895,461 shares and was granted 1,000,000 shares
$ENNV
| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fast Radius, Inc. [ FSRD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/04/2022 | ||||||||||||||||||||||||||
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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 | 02/04/2022 | C | 8,140,000(1)(2)(3)(4) | A | (1)(2) | 8,140,000 | I | See footnotes(5)(10) | ||
| Common Stock | 02/04/2022 | A | 731,340 | A | $10 | 8,871,340 | I | See footnotes(6)(10) | ||
| Common Stock | 02/04/2022 | A | 68,660 | A | $10 | 8,940,000 | I | See footnotes(7)(10) | ||
| Common Stock | 02/04/2022 | A | 200,000 | A | $10 | 9,140,000 | I | See footnotes(5)(10) | ||
| Common Stock | 02/04/2022 | C | 755,461(8) | A | $0.00 | 9,897,905 | I | See footnotes(9)(10) | ||
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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 | ||||||||
| Class B Common Stock | (1)(2) | 02/04/2022 | C | 8,140,000 | (1)(2) | (1)(2) | Class A Common Stock | 8,140,000 | (3)(4) | 0 | I | See footnotes(5)(10) | |||
| Convertible Promissory Note | (8) | 02/04/2022 | C | 7,000,000 | (8) | (8) | Class A Common Stock | 755,461 | $0.00 | 0 | I | See footnotes(9)(10) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On February 4, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of July 18, 2021, by and among the Fast Radius, Inc. (formerly known as ECP Environmental Growth Opportunities Corp.) (the "Issuer"), ENNV Merger Sub, Inc. ("Merger Sub") and Fast Radius Operations, Inc. (formerly known as Fast Radius, Inc.) ("Legacy Fast Radius"), as amended on December 26, 2021 and January 31, 2022 (as amended, the "Merger Agreement"), the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, each outstanding share of Class B Common Stock, par value $0.0001 per share, of the Issuer was automatically converted into a share of Common Stock, par value $0.0001 per share ("Common Stock"), of the Issuer (the "Converted Shares") on a one-for-one basis. |
| 2. (Continued Footnote 1) Upon the completion of the Business Combination, Merger Sub was merged with and into Legacy Fast Radius, with Legacy Fast Radius surviving such merger as a wholly owned subsidiary of the Issuer, and the Issuer was renamed "Fast Radius, Inc." |
| 3. Pursuant to the Sponsor Support Agreement, dated as of July 18, 2021 (the "Sponsor Support Agreement"), by and among the Issuer, ENNV Holdings, Legacy Fast Radius and the other parties thereto, at the closing of the Business Combination (the "Closing"), 814,000 of these shares (the "Earn Out Shares") will be subject to vesting, for a period of five years from the date of the Closing (the "Earnout Period"), in two equal tranches, upon the satisfaction of certain price targets set forth in the Sponsor Support Agreement, which price targets will be based upon the (i) daily volume-weighted average sale price of shares of Common Stock quoted on the Nasdaq Capital Market ("Nasdaq"), or the exchange on which the shares of Common Stock are then traded, for any 20 trading days within any 30 consecutive trading day period within the Earnout Period or (ii) the per share consideration received in connection with an Acquiror Sale (as defined in the Merger Agreement). |
| 4. (Continued Footnote 3)In the event of an Acquiror Sale in which the per share consideration received is less than a price target set forth in the Merger Agreement that has not previously occurred, the applicable provisions of the Sponsor Support Agreement will terminate and no Earn Out Shares will be issuable thereunder with respect to such price target in connection with or following completion of such Acquiror Sale. Upon the expiration of the Earn Out Period, any unvested Earn Out Shares will be forfeited to the Issuer without consideration. |
| 5. ENNV Holdings, LLC ("ENNV Holdings") is the record holder of these securities. ENNV GP, LLC ("ENNV GP") is the managing member of ENNV Holdings. ECP ControlCo, LLC ("ControlCo") is the managing member of ENNV GP. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held by ENNV Holdings. |
| 6. ECP Energy Transition Opportunities Fund A, LP ("Fund A") is the record holder of these securities. ECP Energy Transition Opportunities GP, LP ("Energy Transition GP") is the general partner of Fund A. ECP Energy Transition Opportunities, LLC ("Energy Transition") is the general partner of Energy Transition GP. ControlCo is the managing member of Energy Transition. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held by Fund A. |
| 7. ECP Energy Transition Opportunities Fund B, LP ("Fund B") is the record holder of these securities. Energy Transition GP is the general partner of Fund B. Energy Transition is the general partner of Energy Transition GP. ControlCo is the managing member of Energy Transition. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held by Fund B. |
| 8. Immediately prior to the Closing, the convertible note converted into shares of common stock, par value $0.0001 per share, of Fast Radius ("Fast Radius Common Stock") in accordance with its terms and, upon Closing, such shares of Fast Radius Common Stock converted into shares of Common Stock in accordance with the terms of the Merger Agreement. |
| 9. Energy Capital Partners Holdings, LP ("ECP Holdings") is the record holder of the shares reported herein. ControlCo is the general partner of ECP Holdings. As a result, ControlCo may be deemed to share beneficial ownership of the securities held by ECP Holdings. |
| 10. The managing members of ControlCo are Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D'Argenio, all of whom collectively share the power to vote and dispose of the securities benefically owned by ControlCo. Each such individual disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| Remarks: |
| ECP ControlCo, LLC, By: /s/ Tyler Reeder, Managing Member | 02/09/2022 | |
| ENNV Holdings, LLC, By: ENNV GP, LLC, its managing member, By: ECP ControlCo, LLC, its general partner, By: /s/ Tyler Reeder, Managing Member | 02/09/2022 | |
| ** 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. | ||