Canoo Inc.

05/18/2021 | Press release | Distributed by Public on 05/18/2021 17:41

Insider Trading Report (SEC Filing - 4)

SEC FORM 4SEC Form 4
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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OMB Number: 3235-0287
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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*
Aquila Tony
(Last) (First) (Middle)
C/O CANOO INC.
19951 MARINER AVE.
(Street)
TORRANCE CA 90503
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Canoo Inc. [ GOEV] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 05/14/2021 A 500,000(1) A $0.00 1,538,828(2) D
Common Stock 12,359,387 I By LLC(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Performance-Based Restricted Stock Units (4) 05/14/2021 A 400,000 (4) 05/14/2024 Common Stock 400,000 $0.00 400,000 D
Performance-Based Restricted Stock Units (5) 05/14/2021 A 1,308,828 (5) 05/14/2024 Common Stock 1,303,828 $0.00 1,303,828 D
Option (Right to Buy) $5.83 05/18/2021 J(6) 1 05/18/2021 06/19/2024 Common Stock 2,400,000 $0.00 1 I By LLC(7)
Option (Right to Buy) $5.83 05/18/2021 J(8) 1 05/18/2021 06/19/2024 Common Stock 1,200,000 $0.00 1 I By LLC(7)
Explanation of Responses:
1. Represents 500,000 Restricted Stock Units that vest in one-third increments on each anniversary of the grant date through May 14, 2024, subject to continuous service.
2. Includes the 500,000 Restricted Stock Units reported in footnote (1) above and 1,003,828 shares subject to Restricted Stock Units that vest through October 19, 2023.
3. Shares are held directly by AFV Partners SPV-4 LLC ('AFV 4'). Reporting Person is the Chairman and CEO of AFV Partners LLC which exercises ultimate voting and investment power with respect to the shares held by AFV 4. The Reporting Person disclaims beneficial ownership of the shares held by AFV 4 except to the extent of his pecuniary interest therein.
4. Each performance-based restricted stock unit ('PSU') represents a contingent right to receive one share of the Company's common stock. These PSUs vest in increments through a three-year performance period beginning May 14, 2021 when shares of the Issuer's common stock equal or exceed certain specific prices, and in each case subject to continuous service through the end of the applicable performance year.
5. Each PSU represents a contingent right to receive one share of the Company's common stock. These PSUs vest on the date the price of the Issuer's common stock equals or exceeds $20, subject to continuous service through the third anniversary of the grant date.
6. Represents an option to buy shares issued by DD Global Holdings Limited to AFV Partners LLC.
7. Shares are held directly by AFV Partners LLC. Reporting Person is the Chairman and CEO of AFV Partners LLC. The Reporting Person disclaims beneficial ownership of the shares held by AFV Partners LLC except to the extent of his pecuniary interest therein.
8. Represents an option to buy shares issued by Remarkable Views Consultants Ltd. to AFV Partners LLC.
Remarks:
Tony Aquila, by /s/ Ron A. Metzger, Attorney-in-Fact 05/18/2021
** 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.
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