SEC Form 4: Rassey Louis was granted 8,013,788 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 | A | 6,895,883 | A | (1) | 6,895,883 | D | |||
| Common Stock | 02/04/2022 | A | 226,163 | A | (1) | 226,163 | I | By TRF I Trust(2) | ||
| Common Stock | 02/04/2022 | A | 226,163 | A | (1) | 226,163 | I | By TRF II Trust(2) | ||
| Common Stock | 02/04/2022 | A | 226,163 | A | (1) | 226,163 | I | By TRF III Trust(2) | ||
| Common Stock | 02/04/2022 | A | 226,163 | A | (1) | 226,163 | I | By TRF IV Trust(2) | ||
| Common Stock | 02/04/2022 | A | 213,253 | A | (1) | 213,253 | I | By Two Roads Group, LLC(2) | ||
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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 | $0.00 | 02/04/2022 | A | 38,199 | (3) | (3) | Common Stock | 38,199 | (4) | 38,199 | D | ||||
| Restricted Stock Units | $0.00 | 02/04/2022 | A | 1,294,989 | (5) | (5) | Common Stock | 1,294,989 | (4) | 1,294,989 | D | ||||
| Options to Purchase Common Stock | $0.7 | 02/04/2022 | A | 1,530,075 | (6) | (6) | Common Stock | 1,530,075 | (7) | 1,530,075 | D | ||||
| Options to Purchase Common Stock | $0.7 | 02/04/2022 | A | 265,550 | (8) | (8) | Common Stock | 265,550 | (7) | 265,550 | D | ||||
| Earnout Shares | $0.00 | 02/04/2022 | A | 1,336,264 | (9) | (9) | Common Stock | 1,336,264 | (1) | 1,336,264 | D | ||||
| Earnout Shares | $0.00 | 02/04/2022 | A | 41,232 | (9) | (9) | Common Stock | 41,232 | (1) | 41,232 | I | By TRF I Trust(2) | |||
| Earnout Shares | $0.00 | 02/04/2022 | A | 41,232 | (9) | (9) | Common Stock | 41,232 | (1) | 41,232 | I | By TRF II Trust(2) | |||
| Earnout Shares | $0.00 | 02/04/2022 | A | 41,232 | (9) | (9) | Common Stock | 41,232 | (1) | 41,232 | I | By TRF III Trust(2) | |||
| Earnout Shares | $0.00 | 02/04/2022 | A | 41,232 | (9) | (9) | Common Stock | 41,232 | (1) | 41,232 | I | By TRF IV Trust(2) | |||
| Earnout Shares | $0.00 | 02/04/2022 | A | 38,878 | (9) | (9) | Common Stock | 38,878 | (1) | 38,878 | I | By Two Roads Group, LLC(2) | |||
| Explanation of Responses: |
| 1. Received pursuant to that certain Agreement and Plan of Merger ("Merger Agreement"), dated as of July 18, 2021, as amended, by and among Issuer, formerly known as ECP Environmental Growth Opportunities Corp., a Delaware corporation ("ENNV"), ENNV Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ENNV, and Fast Radius, Inc., a Delaware corporation ("Legacy Fast Radius"), in exchange for equity interests of Legacy Fast Radius. |
| 2. The Reporting Person may be deemed to beneficially own the reported securities. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. |
| 3. Includes 15,508 Restricted Stock Units that are vested and subject to future settlement and 22,691 Restricted Stock Units which vest monthly through May of 2025, subject to the Reporting Person's continuous service. |
| 4. Represents Restricted Stock Units issued by Legacy Fast Radius and assumed by the Issuer on February 4, 2022 as merger consideration under the Merger Agreement. |
| 5. Includes 744,442 Restricted Stock Units that are vested and subject to future settlement and 550,547 Restricted Stock Units which vest upon the achievement of certain performance metrics related to the valuation of the Issuer. |
| 6. Includes 841,540 vested Options and 688,535 Options which vest monthly through March of 2023. The Options expire on May 20, 2029, subject to the Reporting Person's continuous service. |
| 7. Represents Options issued by Legacy Fast Radius and assumed by the Issuer on February 4, 2022 as merger consideration under the Merger Agreement. |
| 8. Includes 79,663 vested Options and 185,887 Options which vest monthly through April of 2023. The Options expire on May 20, 2029, subject to the Reporting Person's continuous service. |
| 9. Represents the right to receive shares of the Issuer's Common Stock in two equal tranches, at the time that the Issuer's Common Stock reaches a value of $15.00 and $20.00, respectively, no later than February 4, 2027, based upon the (i) daily volume-weighted average sale price of shares of the Issuer's Common Stock for any 20 trading days within any 30 consecutive trading day period or (ii) the per share consideration received in connection with a change in control. |
| Remarks: |
| /s/ Louis Rassey | 02/08/2022 | |
| ** 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. | ||