SEC Form 4: Northern Genesis Sponsor LLC returned 7,986,336 units of Common Stock to the company
$NGA
Business Services
Finance
| 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
Northern Genesis Acquisition Corp. [ NGA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/26/2021 | ||||||||||||||||||||||||||
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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 | 05/06/2021 | D(3) | 7,986,336 | D | (1) | 0 | D(2)(6) | |||
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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 | ||||||||
| Warrants | $11.5 | 04/26/2021 | P | 3,000,000(4) | (4) | 05/06/2026 | Common Stock | 3,000,000(4) | $1 | 11,139,069 | D(2)(6) | ||||
| Warrants | $11.5 | 05/06/2021 | D | 11,139,069(5) | (5) | 05/06/2026 | Common Stock | 11,139,069(5) | (3) | 0 | D(2)(6) | ||||
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. Northern Genesis Sponsor LLC ( the "Sponsor") forfeited to Northern Genesis Acquisition Corp. (the "Issuer") for no consideration as a result of the less-than-full exercise of the underwriters' over-allotment option in connection with the Issuer's initial public offering which transaction was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 2. This form is being filed by the following reporting persons: The Sponsor and Ian Robertson (together with the Sponsor, the "Reporting Persons"). Ian Robertson, the Issuer's Vice Chairman, is one of the managing members of the Sponsor. Mr. Robertson disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein. |
| 3. In connection with the merger (the "Merger") of Lion Electric Merger Sub Inc. ("Merger Sub") with and into the Issuer pursuant to that certain Business Combination Agreement and Plan of Reorganization dated as of November 30, 202, between, Lion Electric Company ("Lion"), the Issuer, Merger Sub, 7,986,336 shares of the common stock of the Issuer, par value $0.0001 per share ("Issuer Common Stock"), were disposed of in exchange for the same number of shares of common stock, par value $0.0001 per share, of Lion ("Lion Common Stock"). |
| 4. In connection with the Merger, the Issuer issued to Sponsor working capital warrants to purchase 3,000,000 shares of NGA Common Stock (the "Working Capital Warrants") which become exercisable on the later of 30 days after the completion of the Issuers initial business combination or August 20, 2021. |
| 5. In connection with the Merger, warrants to purchase 11,139,069 shares of the Issuer Common Stock, which become exercisable on the later of 30 days after the completion of the Issuers initial business combination or August 20, 2021, were disposed of in exchange for the warrants to purchase the same number of shares of Lion Common Stock. The 11,139,069 warrants include the Working Capital Warrants as well as 7,750,000 warrants issued to the Sponsor in connection with the Issuer's initial public offering and 389,069 warrants issued to Sponsor as a result of the less-than-full exercise of the underwriters' over-allotment option in connection with the Issuer's initial public offering. |
| 6. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| /s/ Northern Genesis Sponsor LLC, by Ian Robertson, Managing Member | 05/06/2021 | |
| /s/ Ian Robertson | 05/06/2021 | |
| ** 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. | ||