SEC Form SC 13D/A filed by Romeo Power Inc. (Amendment)
$RMO
Automotive Aftermarket
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Romeo Power, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
749641106
(CUSIP Number)
Tonit M. Calaway
BorgWarner Inc.
3850 Hamlin Road
Auburn Hills, Michigan 48326
(248) 754-9200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 22, 2022
(Date of Event Which Requires Filing of This Statement)
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
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 (the “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).
CUSIP No. 749641106
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1
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NAME OF REPORTING PERSONS
BorgWarner Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(See Instructions) (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
17,180,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
17,180,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,180,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%*
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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*Represents the percentage ownership based on
134,137,938 shares of Common Stock outstanding as of November 8, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.
EXPLANATORY NOTE
This Amendment No. 2 (this “Amendment”) amends and supplements the
Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 29, 2020 as previously amended (the “Schedule 13D”) by the Reporting Person relating to shares of common stock, par value $.00001 per share (“Common
Stock”), of Romeo Power, Inc. (the “Issuer”).
Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this
Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b)
The information set forth in Rows 7-13 of the Cover Page of
this Schedule 13D is hereby incorporated herein by reference. All percentages set forth in this Schedule 13D are based on 134,137,938 shares of Common
Stock outstanding as of November 8, 2021, as set forth in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.
(c)
Except as described in this Schedule 13D, there have been no transactions in the shares of Common Stock effected by BorgWarner or, to the
knowledge of BorgWarner, any person identified on Schedule A, during the past 60 days.
(d)
Except as described in this Schedule 13D, to the knowledge of
BorgWarner, neither BorgWarner nor any person identified on Schedule A
knows any person other than BorgWarner who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.
(e)
Not applicable.
The following table details the transactions by the Reporting Person in Common Stock during the sixty (60) days preceding February 24, 2022:
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Date
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Price
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Type of Transaction
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Number of Shares
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February 22, 2022
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$1.8836(1)
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Open market sale
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1,350,399
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February 23, 2022
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$1.8025(2)
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Open market sale
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785,000
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(1)
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The price reported in the Price column is a weighted average price. The prices actually received ranged from $1.825 to $2.010 per
share.
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(2)
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This price reported in the Price column is a weighted average price. The prices actually received ranged from $1.76 to
$1.95 per share.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 24, 2022
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BORGWARNER INC.
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By:
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/s/ Tonit M. Calaway
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Name:
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Tonit M. Calaway
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Title:
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Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
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