| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Aeva Technologies, Inc. [ AEVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/18/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 27,101,533 | I | See Footnote(1)(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (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 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 | ||||||||
| Restricted Stock Units | (3) | 11/18/2022 | A | 87,209 | 11/18/2023(4) | 11/18/2023(4) | Common Stock | 87,209 | (4) | 87,209 | D(5) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Sylebra Capital Limited (Sylebra HK) is the investment sub-adviser to Sylebra Capital Partners Master Fund, Ltd. (SCPMF), Sylebra Capital Parc Master Fund (PARC MF), Sylebra Capital Menlo Master Fund (MENLO MF), and other advisory clients. Sylebra Capital Management (Sylebra Cayman) is the investment manager and parent of Sylebra HK. Sylebra Cayman owns 100% of the shares of Sylebra HK. Daniel Gibson (Mr. Gibson) owns 100% of the shares of Sylebra Cayman. In such capacities, Sylebra HK, Sylebra Cayman and Mr. Gibson may be deemed to share voting and dispositive power over the shares of common stock of the Issuer held by SCP MF, PARC MF, MENLO MF, and other advisory clients. |
| 2. These securities are held by SCP MF, PARC MF, MENLO MF, and other advisory clients. Christopher Eberle (Mr. Eberle) is the Global Head of Semiconductor and Hardware Investments at Sylebra HK and a member of the board of directors of the Issuer. Sylebra HK, Sylebra Cayman and Messrs. Gibson and Eberle disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that Sylebra HK, Sylebra Cayman or Messrs. Gibson or Eberle are the beneficial owners of such securities, except to the extent of their pecuniary interest, if any, therein. |
| 3. Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's Common Stock. |
| 4. The RSUs were awarded pursuant to the Issuer's Non-Employee Director Compensation Plan, pursuant to which each non-employee director of the Issuer receives an annual RSU grant that will vest on the first anniversary of the grant date. |
| 5. These securities are held by Mr. Eberle for the benefit of Sylebra HK and/or one or more of certain of the affiliates of Sylebra HK (collectively, Sylebra). Mr. Eberle is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Sylebra and, therefore, Sylebra may be deemed to beneficially own these securities. Mr. Eberle disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his pecuniary interest, if any, therein. |
| /s/ Christopher Eberle | 11/21/2022 | |
| /s/ Sylebra Capital Ltd, by Matthew Whitehead, its Director, Chief Operating Officer, Authorized Signatory | 11/21/2022 | |
| /s/ Matthew Whitehead, Attorney-in-Fact For: Daniel Patrick Gibson | 11/21/2022 | |
| ** 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. | ||