| 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
EVgo Inc. [ EVGO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/22/2024 | ||||||||||||||||||||||||||
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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 | ||||||
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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 Stock Units | (1)(2) | 10/22/2024 | A | 56,078 | (2) | (2) | Class A Common Stock | 56,078 | $0 | 56,078 | D | ||||
| Performance Based Restricted Stock Units | (3) | 10/22/2024 | A | 56,078 | (3) | (3) | Class A Common Stock | 56,078 | $0 | 56,078 | D | ||||
| Performance Based Restricted Stock Units | (4) | 10/22/2024 | A | 81,967 | (4) | (4) | Class A Common Stock | 81,967 | $0 | 81,967 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units ("RSUs") awarded under the Issuer's 2021 Long Term Incentive Plan. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's Class A common stock, $0.0001 par value ("Common Stock"). |
| 2. The RSUs will vest in three equal installments on each of the first three anniversaries of October 22, 2024, subject to the Reporting Person's continued employment through the applicable vesting date. |
| 3. Performance-based restricted stock units ("PRSUs") awarded under the Issuer's 2021 Long Term Incentive Plan. Each PRSU represents the contingent right to receive, upon vesting of the PRSU, one share of Common Stock. The PRSUs generally vest in three equal installments on the first three anniversaries of October 22, 2024, provided that the applicable performance goal has been achieved by such date and the Reporting Person's continued employment through the applicable vesting date. |
| 4. PRUs awarded under the Issuer's 2021 Long Term Incentive Plan. The PRSUs will vest subject to satisfaction of both a time and performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries of October 22, 2024, provided that the applicable performance goal has been achieved by such date (and, if not, on the date the applicable performance goal is subsequently achieved), and subject to the continuous service of the Reporting Person through the applicable vesting date. The applicable performance goal for each tranche of PRSUs will be satisfied if the Common Stock achieves a specified per share price for such tranche calculated based on a 15-day volume weighted average price at any time prior to October 22, 2029. |
| /s/ Paul Dobson by Alisa Strathearn, as Attorney-In-Fact | 10/24/2024 | |
| ** 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. | ||