SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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* Northern Genesis Sponsor LLC (Last) (First) (Middle) C/O NORTHERN GENESIS ACQUISITION CORP. 4801 MAIN STREET, SUITE 1000 (Street) KANSAS CITY MO 64112 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/17/2020	3. Issuer Name and Ticker or Trading Symbol Northern Genesis Acquisition Corp. [ NGA.U ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,625,000(1)	I	By Northern Genesis Sponsor LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	(3)	(4)	Common Stock	7,750,000(5)	$11.5	I	By Northern Genesis Sponsor LLC(2)

1. Name and Address of Reporting Person* Northern Genesis Sponsor LLC (Last) (First) (Middle) C/O NORTHERN GENESIS ACQUISITION CORP. 4801 MAIN STREET, SUITE 1000 (Street) KANSAS CITY MO 64112 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Robertson Ian (Last) (First) (Middle) C/O NORTHERN GENESIS ACQUISITION CORP. 4801 MAIN STREET, SUITE 1000 (Street) KANSAS CITY MO 64112 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Includes up to 1,125,000 shares that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full.

2. The shares and warrants are owned directly by the Issuer's sponsor, Northern Genesis Sponsor LLC (the "Sponsor"). Ian Robertson, the Issuer's Vice Chairman, is one of the managing members of the Sponsor. Mr. Robertson disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein.

3. Each warrant will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or August 20, 2021.

4. Each warrant will expire five years after the completion of the Issuer's initial business combination.

5. Includes warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the Issuer's Sponsor irrevocably committed to purchase. The purchase of these warrants is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. Does not include up to 900,000 additional warrants which the Issuer's Sponsor irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the over-allotment option in full. Each warrant entitles the holder to purchase one share of the Issuer's common stock at a price of $11.50 per share, subject to adjustment.

Remarks:

	Northern Genesis Sponsor LLC, by Ian Robertson, Managing Member	08/17/2020
	/s/ Ian Robertson	08/17/2020
	** 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 5 (b)(v).
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