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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Fisker Inc./DE [ FSR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/29/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Class A Common Stock | 10/29/2020 | A | 1,829,662 | A | (1) | 1,829,662 | D | |||
Class A Common Stock | 10/29/2020 | A | 1,543,275 | A | (2) | 1,543,275 | I | Held by the Randall Group?s Series Fisker(3) | ||
Class A Common Stock | 10/29/2020 | A | 29,591 | A | (4) | 29,591 | I | Held by The Randall Group Fisker Series C(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 | ||||||||
Stock Option | $0.06 | 10/29/2020 | A(5) | 159,768 | (6) | 05/04/2027 | Class A Common Stock | 159,768 | (5) | 159,768 | D | ||||
Stock Option | $1.79 | 10/29/2020 | A(7) | 81,487 | (8) | 06/22/2030 | Class A Common Stock | 81,487 | (7) | 81,487 | D |
Explanation of Responses: |
1. Received in exchange for 668,440 shares of Class A Common Stock of Fisker Inc., a Delaware corporation (which subsequently changed its name to "Fisker Group Inc.") ("Legacy Fisker"), pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of July 10, 2020, by and among Spartan Energy Acquisition Corp., a Delaware corporation (which subsequently changed its name to "Fisker Inc." ("the Issuer")), Spartan Merger Sub Inc., a Delaware corporation, and Legacy Fisker (the "BCA"). |
2. Received pursuant to the BCA in exchange for 568,170 shares of Legacy Fisker Class A Common Stock. |
3. Mr. Randall, a member of the Issuer's Board of Directors, is the Managing Director of the Randall Group's Series Fisker and Fisker Series C (the "Randall Group"). As Managing Director of the Randall Group, Mr. Randall has voting and dispositive power with respect to the shares held by the Randall Group and he may be deemed to beneficially own the shares of common stock held by the Randall Group. |
4. Received pursuant to the BCA in exchange for 10,894 shares of Legacy Fisker Class A Common Stock. |
5. Received pursuant to the BCA in exchange for an option to purchase 58,820 shares of Legacy Fisker Class A Common Stock. |
6. The option vested and became exercisable as to 1/72 of the total number of shares on July 1, 2020, and thereafter vested and shall continue to vest and become exercisable as to 1/72 of the total number of shares in equal monthly installments. |
7. Received pursuant to the BCA in exchange for an option to purchase 30,000 shares of Legacy Fisker Class A Common Stock. |
8. The option vested and became exercisable as to 1/48th of the total number of shares on July 15, 2020, and thereafter vested and shall continue to vest and become exercisable as to 1/48th of the total number of shares in equal monthly installments. |
Remarks: |
/s/ Roderick K. Randall | 11/02/2020 | |
** 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 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. | ||
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 Number. |