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).

1. Name and Address of Reporting Person^*

Katz Avi S

(Last)

(First)

(Middle)

C/O LIGHTNING EMOTORS, INC.

1731 EMBARCADERO ROAD, SUITE 200

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Lightning eMotors, Inc. [ ZEV ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2021

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

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

	Form filed by One Reporting Person
X	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	06/29/2021		J⁽¹⁾		650,000	D	$0.00	4,985,000⁽²⁾	I	By GigAcquisitions3, LLC⁽³⁾
Common Stock	06/29/2021		J⁽¹⁾		17,550	A	$0.00	17,550	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)
Private Warrant	$11.5	06/29/2021		J⁽⁴⁾			487,500	⁽⁵⁾	⁽⁶⁾	Common Stock	0	$0	0	I	By GigAcquisitions3, LLC⁽²⁾
Private Warrant	$11.5	06/29/2021		J⁽⁴⁾		13,163		⁽⁵⁾	⁽⁶⁾	Common Stock	13,163	$0	13,163	D

1. Name and Address of Reporting Person^*

Katz Avi S

(Last)

(First)

(Middle)

C/O LIGHTNING EMOTORS, INC.

1731 EMBARCADERO ROAD, SUITE 200

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GigAcquisitions3, LLC

(Last)

(First)

(Middle)

C/O LIGHTNING EMOTORS, INC.

1731 EMBARCADERO ROAD, SUITE 200

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

Explanation of Responses:

1. Distribution of Common Stock to direct and indirect members of GigAcqusitions3, LLC (the "Sponsor").

2. Includes 5,735,000 founder shares of Common Stock (of which 750,000 shares were forfeited) as previously reported in the Form 3 filed by the Reporting Person on May 5, 2020 and the Form 4 filed by the Reporting Person on June 29, 2020.

3. The Common Stock and Private Warrants are held directly by the Sponsor. The shares and warrants held by the Sponsor are beneficially owned by Dr. Katz, the Issuer's Co-Chairman of the Board of Directors. Dr. Katz is also the Manager of the Sponsor, who has sole voting and dispositive power over the shares and warrants held by the Sponsor.

4. Distribution of Private Warrants to direct and indirect members of the Sponsor.

5. The Private Warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or 12 months from the completion of the Issuer's initial public offering.

6. The Private Warrants will expire on the fifth anniversary of the Issuer's completion of its initial business combination.

Remarks:

GigAcquisitions3, LLC is no longer a 10% Owner.

	Dr. Avi S. Katz, Individually	07/01/2021
	Dr. Avi S. Katz, Manager of GigAcquisitions3, LLC	07/01/2021
	** 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 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.

SEC Form 4 filed by Katz Avi S