SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Milton Trevor R.

(Last)

(First)

(Middle)

P.O. BOX 50608

(Street)

PHOENIX

85076

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nikola Corp [ NKLA ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

4. 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 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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	12/01/2020		X4⁽¹⁾⁽²⁾	1,202,481	D	$1.06	87,198,142	I	By M&M Residual, LLC⁽³⁾
Common Stock	12/02/2020		X4⁽¹⁾⁽²⁾	282,363	D	$1.06	86,915,779	I	By M&M Residual, LLC⁽³⁾
Common Stock	12/03/2020		X4⁽¹⁾⁽²⁾	196,663	D	$1.06	86,719,116	I	By M&M Residual, LLC⁽³⁾
Common Stock	12/04/2020		X4⁽¹⁾⁽²⁾	10,000	D	$1.06	86,709,116	I	By M&M Residual, LLC⁽³⁾
Common Stock	12/07/2020		X4⁽¹⁾⁽²⁾	161,763	D	$1.06	86,547,353	I	By M&M Residual, LLC⁽³⁾
Common Stock	12/08/2020		X4⁽¹⁾⁽²⁾	209,000	D	$1.06	86,338,353	I	By M&M Residual, LLC⁽³⁾
Common Stock	12/10/2020		X4⁽¹⁾⁽²⁾	20,000	D	$1.06	86,318,353	I	By M&M Residual, LLC⁽³⁾
Common Stock	12/11/2020		X4⁽¹⁾⁽²⁾	50,000	D	$3.59	86,268,353	I	By M&M Residual, LLC⁽³⁾
Common Stock	12/11/2020		X4⁽¹⁾⁽²⁾	230,155	D	$1.06	86,038,198	I	By M&M Residual, LLC⁽³⁾
Common Stock	12/14/2020		X4⁽¹⁾⁽²⁾	20,000	D	$1.06	86,018,198	I	By M&M Residual, LLC⁽³⁾
Common Stock	12/15/2020		X4⁽¹⁾⁽²⁾	100,000	D	$1.06	85,918,198	I	By M&M Residual, LLC⁽³⁾
Common Stock	12/16/2020		X4⁽¹⁾⁽²⁾	70,806	D	$1.06	85,847,392	I	By M&M Residual, LLC⁽³⁾
Common Stock	12/17/2020		X4⁽¹⁾⁽²⁾	48,000	D	$1.06	85,799,392	I	By M&M Residual, LLC⁽³⁾
Common Stock	12/31/2020		G⁽⁴⁾	1,500,000	D	$0	84,299,392	I	By M&M Residual, LLC⁽³⁾
Common Stock							600,000⁽⁵⁾	D

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)	4. Transaction Code (Instr. 8)	(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)
Founder Stock Options (Obligation to Sell)	$1.06			3⁽¹⁾⁽⁶⁾			06/03/2020	12/31/2028	Common Stock	5,644,831		5,644,831	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$3.59			3⁽¹⁾⁽⁶⁾			06/03/2020	12/31/2028	Common Stock	180,155		180,155	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$9.67			3⁽¹⁾⁽⁶⁾			06/03/2020	12/31/2028	Common Stock	180,153		180,153	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$1.06	12/01/2020		4X⁽¹⁾⁽⁷⁾		1,202,481	06/03/2020	12/31/2028	Common Stock	1,202,481	$0	4,442,350	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$1.06	12/02/2020		4X⁽¹⁾⁽⁷⁾		282,363	06/03/2020	12/31/2028	Common Stock	282,363	$0	4,159,987	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$1.06	12/03/2020		4X⁽¹⁾⁽⁷⁾		196,663	06/03/2020	12/31/2028	Common Stock	196,663	$0	3,963,324	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$1.06	12/04/2020		4X⁽¹⁾⁽⁷⁾		10,000	06/03/2020	12/31/2028	Common Stock	10,000	$0	3,953,324	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$1.06	12/07/2020		4X⁽¹⁾⁽⁷⁾		161,763	06/03/2020	12/31/2028	Common Stock	161,763	$0	3,791,561	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$1.06	12/08/2020		4X⁽¹⁾⁽⁷⁾		209,000	06/03/2020	12/31/2028	Common Stock	209,000	$0	3,582,561	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$1.06	12/10/2020		4X⁽¹⁾⁽⁷⁾		20,000	06/03/2020	12/31/2028	Common Stock	20,000	$0	3,562,561	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$1.06	12/11/2020		4X⁽¹⁾⁽⁷⁾		230,155	06/03/2020	12/31/2028	Common Stock	230,155	$0	3,332,406	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$3.59	12/11/2020		4X⁽¹⁾⁽⁷⁾		50,000	06/03/2020	12/31/2028	Common Stock	50,000	$0	130,155	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$1.06	12/14/2020		4X⁽¹⁾⁽⁷⁾		20,000	06/03/2020	12/31/2028	Common Stock	20,000	$0	3,312,406	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$1.06	12/15/2020		4X⁽¹⁾⁽⁷⁾		100,000	06/03/2020	12/31/2028	Common Stock	100,000	$0	3,212,406	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$1.06	12/16/2020		4X⁽¹⁾⁽⁷⁾		70,806	06/03/2020	12/31/2028	Common Stock	70,806	$0	3,141,600	I	By M&M Residual, LLC⁽³⁾
Founder Stock Options (Obligation to Sell)	$1.06	12/17/2020		4X⁽¹⁾⁽⁷⁾		48,000	06/03/2020	12/31/2028	Common Stock	48,000	$0	3,093,600	I	By M&M Residual, LLC⁽³⁾
Option to Purchase (Obligation to Sell)	$10.4			3⁽⁸⁾			12/01/2020	12/07/2020	Common Stock	220,125		220,125	I	By M&M Residual, LLC⁽³⁾
Option to Purchase (Obligation to Sell)	$10.4	12/03/2020		4X⁽⁹⁾		220,125	12/01/2020	12/07/2020	Common Stock	220,125	$0	0	I	By M&M Residual, LLC⁽³⁾
Option to Purchase (Obligation to Sell)	$27.5			3⁽⁸⁾			12/03/2020	12/11/2020	Common Stock	654,545		654,545	I	By M&M Residual, LLC⁽³⁾
Option to Purchase (Obligation to Sell)	$27.5	12/11/2020		4E⁽¹⁰⁾		654,545	12/03/2020	12/11/2020	Common Stock	654,545	$0	0	I	By M&M Residual, LLC⁽³⁾
Option to Purchase (Obligation to Sell)	$31.37			3⁽⁸⁾			10/30/2020	11/29/2020	Common Stock	270,960		270,960	I	By M&M Residual, LLC⁽³⁾
Option to Purchase (Obligation to Sell)	$31.37	12/31/2020		4E⁽¹¹⁾		270,960	12/01/2020	12/31/2020	Common Stock	270,960	$0	0	I	By M&M Residual, LLC⁽³⁾

1. Name and Address of Reporting Person^*

Milton Trevor R.

(Last)

(First)

(Middle)

P.O. BOX 50608

(Street)

PHOENIX

85076

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

M&M Residual, LLC

(Last)

(First)

(Middle)

P.O. BOX 50608

(Street)

PHOENIX

85076

(City)

(State)

(Zip)

Explanation of Responses:

1. As previously reported on the Schedule 13D filed on June 3, 2020 by the reporting persons, prior to June 3, 2020, M&M Residual, LLC ("M&M") issued 3,158,949 stock options to recognize the superior performance and contribution of specified employees of Nikola Subsidiary Corporation (f/k/a Nikola Corporation) ("Legacy Nikola") pursuant to Legacy Nikola's Founder Stock Option Plan (the "Founder Stock Options"). On June 3, 2020, as a result of the closing of the business combination between Legacy Nikola and Nikola Corporation (f/k/a VectoIQ Acquisition Corp.)("Nikola"), the previously issued Founder Stock Options became exercisable by the employees for a total of 6,005,139 shares of Common Stock of Nikola ("Common Stock") held by M&M.

2. The reported transactions represent the disposition of Common Stock held by M&M upon the exercise by current and former Nikola employees of the Founder Stock Options that M&M previously granted to the employees.

3. As manager of M&M, Mr. Milton may be deemed to indirectly beneficially own securities held by such entity.

4. The reported transaction represents a charitable contribution of Common Stock held by M&M.

5. The reported holdings represent Common Stock issuable on or prior to March 15, 2021 upon settlement of a restricted stock unit that Nikola previously granted to Mr. Milton in connection with his employment.

6. The reported holdings represent the Founder Stock Options that M&M Residual, LLC previously granted to Nikola employees.

7. The reported transactions represent the exercise by current and former Nikola employees of Founder Stock Options that M&M previously granted to the employees.

8. The reported holdings represent options to purchase that M&M previously granted to the selling parties in connection with transactions for the purchase of real estate.

9. The reported transaction represents the exercise of an option to purchase that M&M previously granted to the selling parties in connection with transactions for the purchase of real estate.

10. The reported transaction represents the expiration without exercise of an option to purchase that M&M previously granted to the selling parties in connection with transactions for the purchase of real estate.

11. The reported transaction represents the expiration without exercise of an option to purchase that M&M previously granted to the selling parties in connection with transactions for the purchase of real estate and later corrected to permit the holder to exercise the option following the expiration of the insider lock-up period on December 1, 2020.

Remarks:

This Form 5 is filed jointly by Trevor R. Milton and M&M Residual, LLC.

	/s/ Trevor R. Milton	02/16/2021
	M&M Residual, LLC /s/ Trevor R. Milton Name: Trevor R. Milton Title: Manager	02/16/2021
	** Signature of Reporting Person	Date
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