SEC FORM 4

SEC Form 4

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

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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^*

Boris David

(Last)

(First)

(Middle)

1055 W. SQUARE LAKE ROAD

(Street)

TROY

48098

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Electric Last Mile Solutions, Inc. [ ELMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/25/2021		C⁽¹⁾		6,250,000	A	$0	6,250,000⁽²⁾	I	By Forum Investors III LLC⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	06/25/2021		C⁽¹⁾			6,250,000	⁽¹⁾	⁽¹⁾	Common Stock	6,250,000	⁽¹⁾	0	I	By Forum Investors III LLC⁽³⁾
Private Placement Warrants	$11.5	06/25/2021		A⁽⁴⁾		205,416		⁽⁴⁾	⁽⁴⁾	Common Stock	205,416	$10	205,416	I	By Forum Investors III LLC⁽³⁾

Explanation of Responses:

1. In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Forum Merger III Corporation or "Forum") and Electric Last Mile, Inc. ("ELM"), among other things, each share of Forum's Class B common stock converted pursuant to the terms of such stock into shares of the Issuer's common stock on a one-for-one basis.

2. Includes 616,250 shares of common stock included in the Private Placement Units, as described under the heading "Description of Securities" in Forum's registration statement on Form S-1 (File No. 333-240171), each of which separated into its component parts in connection with the Closing. Mr. Boris previously reported ownership of such shares under Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") as Class A Common Stock, which was renamed Common Stock at Closing.

3. The securities are held of record by Forum Investors III LLC ("Forum III"). Mr. Boris is a managing member of Forum Capital Management III LLC, which is the managing member of Forum III. As such, Mr. Boris may be deemed to have beneficial ownership of such securities. Mr. Boris disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. Represents 205,416 warrants included in the Private Placement Units, as described under the heading "Description of Securities" in Forum's registration statement on Form S-1 (File No. 333-240171), each of which separated into its component parts in connection with the Closing. These warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrently with the Closing, because they did not become derivative securities until such date based on the terms of their exercisability.

	/s/ David Boris	06/29/2021
	** 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).
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