SEC Form SC 13D/A filed by Nikola Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Nikola Corporation

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

654110105

(CUSIP Number)

Trevor R. Milton

PO Box 1288

Centerville, UT 84014

c/o Bradley J. Bondi

(202) 551-1701

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 12, 2023

(Date of Event Which Requires Filing of This Statement)

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).

This Amendment No. 5 is being filed by Trevor R. Milton and M&M Residual, LLC (“M&M”) and amends, supplements and, to the extent inconsistent with, supersedes, the Schedule 13D filed jointly by Mr. Milton, M&M, T&M Residual, LLC (“T&M”) and Mark A. Russell on June 15, 2020, as amended by the Amendment No. 1 to the Schedule 13D filed by Mr. Milton and M&M on May 14, 2021, the Amendment No. 2 to the Schedule 13D filed by Mr. Milton and M&M on August 20, 2021, the Amendment No. 3 to the Schedule 13D filed by Mr. Milton and M&M on November 24, 2021, and the Amendment No. 4 to the Schedule 13D filed by Mr. Milton and M&M on November 30, 2021 (the “Schedule 13D”). This Amendment No. 5 is being filed solely by Mr. Milton and M&M and does not amend, supplement or supersede the Schedule 13D with respect to the Reporting Persons other than Mr. Milton and M&M. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms in this Amendment No. 5 have the meanings assigned to them in the Schedule 13D.

This Amendment No. 5 amends Item 5 as set forth below. As a result of an increase in the number of shares outstanding, on December 12, 2023 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 5. Interest in Securities of the Issuer.

The information contained in Item 5 of the Schedule 13D is amended and supplemented by the following:

(a), (b) The responses of Mr. Milton and M&M with respect to Rows 7 through 13 of their respective cover pages to this Amendment No. 5 are incorporated herein by reference.

Calculations of the percentage of the shares of Common Stock beneficially owned in this Amendment No. 5 assume 1,157,633,036 shares of Common Stock outstanding as of December 12, 2023, based on information included in the Issuer’s Prospectus Supplement filed on December 11, 2023.

M&M beneficially owns 51,047,726 shares of Common Stock, representing 4.41% of the outstanding shares of Common Stock and Mr. Milton’s spouse owns 1,250,000 shares of Common Stock, representing 0.11% of the outstanding shares Common Stock. As a result, Mr. Milton may be deemed to be the beneficial owner of 52,297,726 shares of Common Stock, representing 4.52% of the outstanding shares of Common Stock.

Each of Mr. Milton and M&M expressly disclaims beneficial ownership of all of the shares of Common Stock included in the Schedule 13D, other than the shares of Common Stock held of record by such Reporting Person, and the filing of this Amendment

No. 5 shall not be construed as an admission that any such person is, for the purposes of sections 13(d) or 13(g) of the Act the beneficial owner of any securities covered by the Schedule 13D.

(c) None.

(e) As a result of an increase in the number of shares outstanding, on December 12, 2023 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

Dated: January 23, 2024