Nikola Corporation
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(Name of Issuer)
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Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
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654110105
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(CUSIP Number)
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Kimberly Petillo-Décossard
Cahill Gordon & Reindel LLP
32 Old Slip
New York, NY 10005
(212) 701-3000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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May 11, 2021
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(Date of Event Which Requires Filing of This Statement)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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CUSIP No. 654110105
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Schedule 13D/A
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1
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NAMES OF REPORTING PERSONS
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M&M Residual, LLC |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Nevada, USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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79,059,795
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8
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SHARED VOTING POWER
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0 |
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9
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SOLE DISPOSITIVE POWER
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79,059,795
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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79,059,795
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.1%(1) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO |
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(1)
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Calculation of the percentage of the shares of Common Stock beneficially owned assumes 393,848,491 shares of Common Stock outstanding as of May 4, 2021, based on
information included in the Issuer’s Quarterly Report on Form 10-Q filed on May 7, 2021.
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CUSIP No. 654110105
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Schedule 13D/A
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1
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NAMES OF REPORTING PERSONS
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Trevor R. Milton |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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79,659,795
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8
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SHARED VOTING POWER
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39,876,497 (See Item 5 of this Schedule 13D) |
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9
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SOLE DISPOSITIVE POWER
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79,659,795
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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119,536,292
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.4%(3) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN |
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(3)
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Calculation of the percentage of the shares of Common Stock beneficially owned assumes 393,848,491 shares of Common Stock outstanding as of May 4, 2021, based on
information included in the Issuer’s Quarterly Report on Form 10-Q filed on May 7, 2021.
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CUSIP No. 654110105
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Schedule 13D/A
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Item 2.
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Identity and Background.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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Date of Transaction
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Amount of Securities
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Price Per Share
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3/15/2021
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11,786
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$1.06
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3/22/2021
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9,500
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$1.06
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3/29/2021
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136,153
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$1.06
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4/05/2021
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250
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$1.06
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4/06/2021
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250
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$1.06
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4/07/2021
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250
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$1.06
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4/08/2021
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250
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$1.06
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4/09/2021
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250
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$1.06
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4/12/2021
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250
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$1.06
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4/13/2021
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250
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$1.06
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4/14/2021
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250
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$1.06
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4/15/2021
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250
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$1.06
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5/11/2021
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20,000
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$1.06
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CUSIP No. 654110105
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Schedule 13D/A
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
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CUSIP No. 654110105
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Schedule 13D/A
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Item 7.
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Materials to be Filed as Exhibits.
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Exhibit No.
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Description
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Exhibit IV
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Registration Rights and Lock-Up Agreement by and among VectoIQ Acquisition Corp. and certain stockholders of VectoIQ Acquisition Corp., dated June 3, 2020 (included as Exhibit A to Exhibit III) and Amendment No. 1 to the Registration
Rights and Lock-Up Agreement, dated July 17, 2020 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on July 23, 2020).
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Exhibit IX
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Agreement by and between Nikola Corporation and Trevor R. Milton, dated September 20, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 21, 2020).
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M&M Residual, LLC
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By:
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/s/ Trevor R. Milton
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Name: Trevor R. Milton
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Title: Manager
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Trevor R. Milton
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/s/ Trevor R. Milton
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