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^*

Li Albert

(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)

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

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⁾		88,071	A	⁽¹⁾	88,071	I	by Li Management and Consulting LLC⁽²⁾
Common Stock	06/25/2021		C⁽³⁾		22,017	A	⁽³⁾	22,017	I	by H and L Reunion Investments LLC⁽⁴⁾

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)
Convertible Note	⁽⁵⁾	06/25/2021		C			88,071	⁽⁵⁾	⁽⁵⁾	Common Stock	88,071	⁽⁵⁾	0	I	by Li Management and Consulting LLC⁽²⁾
Convertible Note	⁽⁶⁾	06/25/2021		C			22,017	⁽⁶⁾	⁽⁶⁾	Common Stock	22,017	⁽⁶⁾	0	I	by H and L Reunion Investments LLC⁽⁴⁾

Explanation of Responses:

1. Shares were issued to the reporting person upon conversion of an aggregate of $800,647.67 in principal and accrued interest under a convertible note owed to the reporting person.

2. The reporting person is the sole member of Li Management and Consulting LLC, and as such has sole voting and investment power with respect to the common stock held by Li Management and Consulting LLC.

3. Shares were issued to the reporting person upon conversion of an aggregate of $200,161.92 in principal and accrued interest under a convertible note owed to the reporting person.

4. The reporting person and Gary Heald have shared voting and investment power with respect to the common stock held by H and L Reunion Investments LLC. Accordingly, the reporting person and Mr. Heald may be deemed to have beneficial ownership of the common stock held by H and L Reunion Investments LLC.

5. On December 10, 2020, Electric Last Mile, Inc. ("ELM") entered into a $800,000 Convertible Note with Li Management and Consulting LLC. The reporting person is the beneficial owner of the Convertible Note issued to Li Management and Consulting LLC. Pursuant to the terms of the Convertible Note, upon the closing of the transaction contemplated pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended, the Convertible Note will be converted into shares of common stock of Electric Last Mile Solutions, Inc.

6. On December 10, 2020, Electric Last Mile, Inc. ("ELM") entered into a $200,000 Convertible Note with H and L Reunion Investments LLC. The reporting person is the beneficial owner of the Convertible Note issued to H and L Reunion Investments LLC. Pursuant to the terms of the Convertible Note, upon the closing of the transaction contemplated pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended, the Convertible Note will be converted into shares of common stock of Electric Last Mile Solutions, Inc.

	/s/ Benjamin Wu, attorney-in-fact for Albert Li	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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