SEC Form SC 13D/A filed by Electrameccanica Vehicles Corp. Ltd. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 5)

Under the Securities Exchange Act of 1934

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

⁽¹⁾ Consists of the following securities: (i) 3,675,000 common shares held directly; (ii) 1,331,636 common shares held indirectly through Ascend Sportmanagement Inc.; (iii) 2,732,728 stock options, of which 1,245,455 are exercisable at a price of CDN$0.30 per common share until June 11, 2022, 227,273 are exercisable at a price of CDN$0.80 per common share until December 9, 2022, 5,000 are exercisable at a price of CDN$2.00 per common share until February 17, 2024, 5,000 are exercisable at a price of $9.60 per common share until January 5, 2025, and 1,250,000 are exercisable at $2.45 per common share until August 4, 2026 and (iv) 8,798 deferred stock units.  Jerry Kroll has the sole power to vote or direct the vote, and to dispose or direct the disposition, of these securities.

⁽²⁾ Calculated based on the aggregate of 119,784,490 common shares, which consists of 117,042,964  common shares outstanding as of November 9, 2021, 2,732,728 common shares that may be acquired on exercise of stock options exercisable and 8,798 common shares that may be acquired on exercise of deferred stock units, all within sixty days, pursuant to Rule 13d-3 of the Act.

⁽¹⁾ Jerry Kroll has the sole power to vote or direct the vote, and to dispose or direct the disposition, of these securities.

⁽²⁾ Calculated based on 117,042,964 common shares issued and outstanding as of November 9, 2021.

This Schedule 13D is being filed on behalf of Jerry Kroll ("Kroll") and Ascend Sportmanagement Inc. ("Ascend" and, together with Kroll, collectively, the "Reporting Persons") relating to the common shares of Electrameccanica Vehicle Corp., a corporation existing under the laws of the Province of British Columbia (the "Issuer").

Item 1.  Security and Issuer

This Statement relates to the common shares (the "Shares") of the Issuer.  The principal executive offices of the Issuer are located at 102 East 1^st Avenue, Vancouver, BC  V5T 1A4.

Item 2.  Identity and Background

This Statement is filed by the Reporting Persons.

Kroll, a director of the Issuer, has a residence address at Suite 1102 - 328 East 11^th Avenue, Vancouver, BC  V5T 4W1 and is a citizen of Canada.

Ascend, a corporation existing under the laws of British Columbia, Canada, is a company that provides international sports marketing and management services.  Ascend's business address is Suite 1102 - 328 East 11^th Avenue, Vancouver, BC  V5T 2T6.

None of the Reporting Persons nor any of their directors or executive officers has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons nor any of their directors or executive officers has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Pursuant to Rule 13d-3 under the Act, by reason of his relationship with Ascend, Kroll may be deemed the beneficial owner of all of the Shares beneficially owned by Kroll.  Kroll and Ascend may be regarded as a group for purposes of Rule 13d-5 under the Act.

For information with respect to each executive officer and director of Ascend see Appendix A attached hereto which is specifically incorporated herein by reference in its entirety.

Item 3.  Source and Amount of Funds or Other Considerations

Since August 13, 2021, Ascend has sold the following Shares:

Item 4.  Purpose of Transaction

The Reporting Persons disposed of the securities in order to monetize a portion of their investments in the Issuer. 

As of the date hereof, except as described in this Schedule 13D, the Reporting Persons do not have any plans or proposals which relate to or would result in:

Item 5.  Interest in Securities of the Issuer

As of the date hereof, the Reporting Persons beneficially own the aggregate number and percentage of outstanding Shares set forth below:

⁽¹⁾ Consists of the following securities: (i) 3,675,000 Shares held directly; (ii) 1,331,636 Shares held indirectly through Ascend; (iii) 2,732,728 stock options, of which 1,245,455 are exercisable at a price of CDN$0.30 per Share until June 11, 2022, 227,273 are exercisable at a price of CDN$0.80 per Share until December 9, 2022, 5,000 are exercisable at a price of CDN$2.00 per Share until February 17, 2024, 5,000 are exercisable at a price of $9.60 per Share until January 5, 2025, and 1,250,000 are exercisable at $2.45 per Share until August 4, 2026 and (iv) 8,798 deferred stock units.  Kroll has the sole power to vote or direct the vote, and to dispose or direct the disposition, of these securities.

⁽²⁾ Calculated based on the aggregate of 119,784,490 Shares, which consists of 117,042,964 Shares outstanding as of November 9, 2021, 2,732,728 Shares that may be acquired on exercise of stock options exercisable and 8,798 common shares that may be acquired on exercise of deferred stock units, all within sixty days, pursuant to Rule 13d-3 of the Act.

⁽³⁾ Calculated based on 117,042,964 Shares issued and outstanding as of November 9, 2021.

Pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, Kroll has sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 1,331,636 Shares owned by Ascend.

Ascend does not have the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of any shares.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as set forth above or set forth in the exhibits and this Schedule 13D, there are no contracts, arrangements, understandings or relationships between reporting persons and any other person with respect to any securities of the Issuer.

Item 7.  Material to Be Filed as Exhibits

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).