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
Fisker Inc./DE [ FSR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2021 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 03/12/2021 | C | 3,664,219 | A | (1) | 16,610,543 | I | See Note(2) | ||
Class A Common Stock | 03/12/2021 | S | 830,776 | D | $23.1731(3) | 15,779,767 | I | See Note(2) | ||
Class A Common Stock | 03/15/2021 | S | 793,570 | D | $22.6326(4) | 14,986,197 | I | See Note(2) | ||
Class A Common Stock | 03/16/2021 | C | 1,243,110 | A | (5) | 16,229,307 | I | See Note(2) | ||
Class A Common Stock | 03/16/2021 | S | 1,250,000 | D | $21.7529(6) | 14,979,307 | I | See Note(2) |
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 | ||||||||
Warrant (right to buy) | (1) | 03/12/2021 | C | 7,020,000 | (1) | (1) | Class A Common Stock | 7,020,000 | (1) | 2,340,000 | I | See Note(2) | |||
Warrant (right to buy) | (5) | 03/16/2021 | C | 2,340,000 | (5) | (5) | Class A Common Stock | 2,340,000 | (5) | 0 | I | See Note(2) |
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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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. On March 12, 2021, the reporting persons exercised warrants to purchase 7,020,000 shares of the Issuer's Class A common stock for $11.50 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer withholding of 3,355,781 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 3,664,219 Class A common shares. The Warrants were exercisable on November 28, 2020, and will expire on October 29, 2025. |
2. See Exhibit 99.1. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.61 to $23.20, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3), (4) and (6) to this Form 4. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.22 to $23.20, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3), (4) and (6) to this Form 4. |
5. On March 16, 2021, the reporting persons exercised warrants to purchase 2,340,000 shares of the Issuer's Class A common stock for $11.50 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer withholding of 1,096,890 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,243,110 Class A common shares. The Warrants were exercisable on November 28, 2020, and will expire on October 29, 2025. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.03 to $22.92, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3), (4) and (6) to this Form 4. |
[see signatures attached as Exhibit 99.2] | 03/16/2021 | |
** 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). | ||
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. |