Embark Technology Inc.

08/18/2022 | Press release | Distributed by Public on 08/18/2022 19:06

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person *
Data Collective IV, L.P.
2. Issuer Name and Ticker or Trading Symbol
Embark Technology, Inc. [EMBK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
270 UNIVERSITY AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
PALO ALTO CA 94301
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Data Collective IV, L.P.
270 UNIVERSITY AVENUE

PALO ALTO, CA94301

X
Data Collective IV GP, LLC
270 UNIVERSITY AVENUE

PALO ALTO, CA94107

X
Ocko Matthew
270 UNIVERSITY AVENUE

PALO ALTO, CA94301

X
Bogue Zachary
270 UNIVERSITY AVENUE

PALO ALTO, CA94301

X

Signatures

/s/ Siddhartha Venkatesan, Attorney-in-fact for Data Collective IV, L.P. 2022-08-18
**Signature of Reporting Person Date
/s/ Siddhartha Venkatesan, Attorney-in-fact for Data Collective IV GP, LLC 2022-08-18
**Signature of Reporting Person Date
/s/ Siddhartha Venkatesan, Attorney-in-fact for Matthew Ocko 2022-08-18
**Signature of Reporting Person Date
/s/ Siddhartha Venkatesan, Attorney-in-fact for Zachary Bogue 2022-08-18
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.82 to $0.8594. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(2) Reflects the amount of shares beneficially held following a 20-for-1 stock split effected by the Issuer on August 16, 2022, which was exempt from reporting pursuant to Rule 16a-9.
(3) Reflects (i) 3,186,007 shares of Class A Common Stock held by Data Collective IV, L.P. ("DCVC IV") and (ii) 6,100 shares of Class A Common Stock held by Zachary Bogue. Data Collective IV GP, LLC ("DCVC IV GP") is the general partner of DCVC IV and has sole voting and dispositive power with regard to the securities held by DCVC IV. The managing members of DCVC IV GP are Matthew Ocko and Zachary Bogue. Matthew Ocko and Zachary Bogue share voting and dispositive power with respect to the securities held by DCVC IV. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that it is the beneficial owner of such securities, except to the extent of such person's indirect pecuniary interest therein, if any.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.