Abpro Holdings Inc.
11/25/2024 | Press release | Distributed by Public on 11/25/2024 20:41
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 | ||||||||
| Stock option (right to buy) | $1.67 | 11/13/2024 | A | 777,100(4) | (5) | 06/19/2030 | Common Stock, par value $0.0001 per share | 777,100 | $ 0 | 777,100 | D | ||||
| Stock option (right to buy) | $1.63 | 11/13/2024 | A | 787,300(4) | (6) | 02/18/2032 | Common Stock, par value $0.0001 per share | 787,300 | $ 0 | 787,300 | D | ||||
| Stock option (right to buy) | $1.63 | 11/13/2024 | A | 787,300(4) | (5) | 04/14/2031 | Common Stock, par value $0.0001 per share | 787,300 | $ 0 | 787,300 | D | ||||
| Stock option (right to buy) | $1.73 | 11/13/2024 | A | 577,500(4) | (7) | 03/21/2029 | Common Stock, par value $0.0001 per share | 577,500 | $ 0 | 577,500 | D |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Chan Ian C/O ABPRO HOLDINGS, INC. 65 CUMMINGS PARK DRIVE WOBURN, MA 01801 |
X | X | Chief Executive Officer |
Signatures
| /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact | 11/25/2024 |
| **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) | Reflects the issuance by Abpro Holdings, Inc. (f/k/a Atlantic Coastal Acquisition Corp. II) (the "Issuer") on November 13, 2024, of 6,528,200 shares of Common Stock to the reporting person pursuant to a Business Combination Agreement, dated as of December 11, 2023 (as amended by Amendment No. 1 to Business Combination Agreement, dated September 4, 2024, the "Business Combination Agreement"), among the Issuer, Abpro Merger Sub Corp, a Delaware corporation, and Abpro Corporation, a Delaware corporation ("Abpro"), relating to the business combination between the Issuer and Abpro (the "Business Combination"). |
| (2) | Reflects the issuance by the Issuer to FV Dynasty Trust, of which the reporting person is trustee, on November 13, 2024, of 1,137,200 shares of Common Stock pursuant the Business Combination Agreement. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (3) | Reflects the issuance by the Issuer to the reporting person's spouse on November 13, 2024, of 987,400 shares of Common Stock pursuant the Business Combination Agreement. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (4) | Reflects the issuance by the Issuer of rollover stock option awards in connection with the closing of the Business Combination. |
| (5) | This stock option award is 100% vested. |
| (6) | This stock option award was initially granted by Abpro to the reporting person on February 18, 2022. The stock option award vests as follows: twenty-five percent (25%) the shares subject to the option vested on February 18, 2022, and the remaining seventy-five percent (75%) of the total number of shares subject to the option vest in thirty-six (36) substantially equal monthly installments thereafter, subject to the reporting person's continuous service to the Issuer through such date. |
| (7) | This stock option award was initially granted by Abpro to the reporting person on April 14, 2021. The stock option award vests as follows: twenty-five percent (25%) the shares subject to the option vested on April 14, 2022, and the remaining seventy-five percent (75%) of the total number of shares subject to the option vest in thirty-six (36) substantially equal monthly installments thereafter, subject to the reporting person's continuous service to the Issuer through such date. |