| 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
Lordstown Motors Corp. [ RIDE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/22/2020 | ||||||||||||||||||||||||||
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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 | 10/22/2020 | S(1) | 1,000,000 | D | $16.38(1) | 0 | D | |||
| Class A Common Stock | 10/23/2020 | M(2)(3)(4) | 2,402,739 | A | $0.00 | 2,402,739 | I | See Footnotes(3)(4) | ||
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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 | ||||||||
| Class B Common Stock | (2) | 10/23/2020 | M | 2,402,739 | (2) | (2) | Class A Common Stock | 2,402,739 | (2) | 0 | I | See Footnotes(3)(4) | |||
| Warrant (Right to Buy) | $11.5 | 10/23/2020 | J(3)(4) | 1,826,396 | 11/22/2020 | 10/23/2025 | Class A Common Stock | 1,826,396 | $0.00 | 1,826,396 | I | See Footnotes(3)(4) | |||
| Explanation of Responses: |
| 1. The Reporting Person sold these shares of Class A Common Stock to trusts established for the benefit of family members of the Reporting Person in estate planning transactions. |
| 2. In connection with the closing of the business combination between DiamondPeak Holdings Corp. ("DiamondPeak"), DPL Merger Sub Corp. and Lordstown Motors Corp. on October 23, 2020 (the "Business Combination"), all shares of DiamondPeak's Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. Upon consummation of the Business Combination, DiamondPeak changed its name to Lordstown Motors Corp. |
| 3. On October 23, 2020, DiamondPeak Sponsor, LLC (the "Sponsor") transferred the 6,187,500 shares of Class A Common Stock and 4,460,000 warrants acquired by the Sponsor in connection with the formation of the issuer to the Sponsor's members, which further distributed those shares to the direct and indirect owners of the Sponsor, all in accordance with their respective proportionate interests in the Sponsor and the direct and indirect owners of the Sponsor. Those distributions effected a change in the form of indirect beneficial ownership of the Reporting Person without changing the Reporting Person's pecuniary interest in the shares of Class A Common Stock and warrants, as contemplated by Rule 16a-13 under the Securities Exchange Act of 1934. The exercisability of the warrants was conditioned on consummation of the Business Transaction. |
| 4. (Continued from Footnote 3) Following the distributions, 800,913 shares of Class A Common Stock and 608,799 warrants were transferred to DiamondHead Partners LLC ("DiamondHead Partners") and 1,601,826 shares of Class A Common Stock and 1,217,597 warrants were transferred to David T. Hamamoto GRAT 2019 - SPAC (the "GRAT"), which is a grantor-retained annuity trust. The Reporting Person is the sole managing member of DiamondHead Partners and the trustee and sole annuitant of the GRAT, and as a result may be deemed to beneficially own the securities of each of these entities. Mr. Hamamoto disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Thomas V. Canepa, Attorney-in-Fact | 10/26/2020 | |
| ** 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). | ||
| 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. | ||
Exhibit 24
POWER OF ATTORNEY
Know all by these present, that the undersigned does hereby constitute and appoint Thomas V. Canepa, John Harrington, Charlotte Pasiadis and Claudia Cash, and each of them, as the undersigned’s true and lawful attorneys-in-fact and agents to do any and all things, and execute any or all instruments which, after the advice of counsel, said attorneys and agents may deem necessary and advisable to enable the undersigned to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission (“SEC”), including specifically, but without limitation thereof, power of attorney to sign the undersigned’s name to a Form ID, Form 144, Form 3, Form 4, Form 5, Schedule 13D or Schedule 13G and any amendments thereto, to be filed with the SEC; and the undersigned does hereby ratify and confirm all that any of said attorneys and agents shall do or cause to be done by virtue hereof. The undersigned may revoke the authority granted herein upon delivering a signed written notice to the foregoing attorneys-in-fact.
Executed on this 23rd day of October, 2020.
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/s/ David T. Hamamoto |
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Name: David T. Hamamoto | |