EVgo Inc.
11/15/2024 | Press release | Distributed by Public on 11/15/2024 20:45
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 11/13/2024 | M | 234,741 | (2) | (2) | Class A Common Stock | 234,741 | $ 0 | 469,484 | D | ||||
| Restricted Stock Units | (1) | 11/13/2024 | M | 27,268 | (2) | (2) | Class A Common Stock | 27,268 | $ 0 | 54,538 | D | ||||
| Performance Based Restricted Stock Units | (3) | 11/13/2024 | M | 78,247 | (3) | (3) | Class A Common Stock | 78,247 | $ 0 | 625,978 | D |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Khan Badar C/O EVGO INC. 11835 W. OLYMPIC BLVD. SUITE 900E LOS ANGELES, CA 90064 |
X | Chief Executive Officer |
Signatures
| /s/ Badar Khan by Francine Sullivan, as Attorney-in-Fact | 11/15/2024 |
| **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) | Restricted stock units ("RSUs") awarded under the Issuer's 2021 Long Term Incentive Plan. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's Class A common stock, $0.0001 par value ("Common Stock"). |
| (2) | The RSUs will vest in three equal installments on each of the first three anniversaries of November 13, 2023, subject to the Reporting Person's continued employment through the applicable vesting date. |
| (3) | Performance-based restricted stock units ("PRSUs") awarded under the Issuer's 2021 Long Term Incentive Plan. Each PRSU represents the contingent right to receive, upon vesting of the PRSU, one share of Common Stock. The PRSUs generally vest in three equal installments on the first three anniversaries of November 13, 2023, provided that the applicable performance goal has been achieved by such date and the Reporting Person's continued employment through the applicable vesting date (and, if not, on the date the applicable performance goal is subsequently achieved), and subject to the continuous service of the Reporting Person through the applicable vesting date. The applicable performance goal for each tranche of PRSUs will be satisfied if the Common Stock achieves a specified per share price for such tranche calculated based on a 20-day volume weighted average price at any time prior to November 13, 2028. |
| (4) | The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.985 to $5.315, inclusive, pursuant to the Reporting Person's 10b5-1 trading plan adopted on June 10, 2024, which plan also gives effect to the Issuer's mandatory sell to cover policy requiring sales in an amount sufficient to cover tax withholding obligations associated with the vesting events. The reporting person undertakes to provide to 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 sold at each separate price in the transactions described in this footnote 4. |