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*
Thompson V De Witt C.

(Last) (First) (Middle)
1245 BRIDGESTONE BLVD.

(Street)
LAVERGNE TN 37086

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2020
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)
Code V Amount (A) or (D) Price
Common Stock 06/03/2020 A 3,520,370 A (1) 3,520,370 I By Thompson Nikola II, LLC(2)
Common Stock 06/03/2020 A 12,399,072 A (1) 15,919,442 I By Legend Capital Partners(3)
Common Stock 06/03/2020 A 5,674,485 A (1) 21,593,927 I By Thompson Nikola, 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Received pursuant to the Business Combination Agreement, dated as of March 2, 2020, by and among VectoIQ Acquisition Corp. ("VectoIQ"), Nikola Corporation ("Legacy Nikola") and VCTIQ Merger Sub Corp., a wholly-owned subsidiary of VectoIQ ("Merger Sub"), pursuant to which Merger Sub merged with and into Legacy Nikola, with Legacy Nikola surviving the merger as a wholly-owned subsidiary of VectoIQ (which subsequently changed its name to "Nikola Corporation", the "Issuer").
2. Consists of 3,520,370 shares beneficially owned by Thompson Nikola II, LLC ("Thompson Nikola II"). As President of Thompson Nikola II, Mr. Thompson may be deemed to indirectly beneficially own shares held by such entity and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
3. Consists of 12,399,072 shares beneficially owned by Legend Capital Partners ("Legend Capital"). As President of Legend Capital, Mr. Thompson may be deemed to indirectly beneficially own shares held by such entity and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
4. Consists of 5,674,485 shares beneficially owned by Thompson Nikola, LLC ("Thompson Nikola"). As President of Thompson Nikola, Mr. Thompson may be deemed to indirectly beneficially own shares held by such entity and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
/s/ DeWitt C. Thompson, V 06/05/2020
** 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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