NXU Inc.
12/10/2024 | Press release | Distributed by Public on 12/10/2024 19:24
Statement of Changes in Beneficial Ownership (Form 4)
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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.
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FORM 4
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
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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 Underlying Securities (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 of Derivative Security: 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 |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Billingsley Jessica C/O NXU, INC. 1828 N HIGLEY RD., SUITE 116 MESA, AZ 85205 |
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Signatures
| /s/ Jessica Billingsley | 12/10/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | The reporting person was granted 205,943 restricted stock units (RSUs) for services rendered as a director of the Issuer for the first and second calendar quarters of 2024 under the Board of Directors Agreement, dated 10/23/24 (Agreement). The number of RSUs granted was calculated by dividing $70,000 by the closing share price on August 14, 2024, which was $0.3399. The RSUs will be delivered in installments in such amounts as the Issuer determines may be delivered without jeopardizing its ability to continue as a going concern. Such RSUs will be delivered until the earlier of the date all the RSUs have been delivered or the date that is no later than 5 business days prior to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of 10/23/24 (Merger Agreement), among the Issuer, Verde Bioresins, Inc., NXU Merger Sub, Inc. and NXU Merger Sub, LLC. Any RSUs that have not been delivered as of such earlier date will be forfeited for no consideration. |
| (2) | Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer. |
| (3) | Effective on December 27, 2023, the Issuer effected a 1-for-150 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split. |
| (4) | Pursuant to the Agreement, the reporting person was granted 591,715 RSUs under the Nxu, Inc. Amended and Restated 2023 Omnibus Incentive Plan. Such RSUs will vest as follows: (1) 147,928 RSUs were consideration for services rendered for the quarter ending September 30, 2024 and were immediately vested, and (2) the remaining RSUs vest ratably at the end of each calendar quarter from December 31, 2024 until June 30, 2025, provided that the reporting person continues to serve on the Issuer's Board of Directors of on the applicable vesting date, and provided further that vesting of such RSUs will cease upon the closing of the transaction contemplated under the Merger Agreement. |