SEC Filing | Nu Ride Inc.

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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^*

Kroll Adam B

(Last)

(First)

(Middle)

1700 BROADWAY, 19TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NU RIDE INC. [ NRDE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
FORMER CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2024

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
Class A common stock	03/14/2024		M		11,111	A	⁽¹⁾	14,205	D
Class A common stock	03/14/2024		F⁽²⁾		3,765	D	⁽¹⁾	10,440	D
Class A common stock	03/14/2024		M		18,000	A	⁽¹⁾	28,440	D
Class A common stock	03/14/2024		F⁽²⁾		6,228	D	⁽¹⁾	22,212	D
Class A common stock	03/14/2024		A⁽³⁾		6,000	A	⁽⁴⁾	28,212	D
Class A common stock	03/14/2024		F⁽²⁾		2,076	D	⁽⁴⁾	26,136	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)	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)
Restricted Stock Units	$0	03/14/2024		M⁽⁵⁾			11,111	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	11,111	$0	0	D
Restricted Stock Units	$0	03/14/2024		M⁽⁵⁾			18,000	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	18,000	$0	0	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert into Class A common stock on a one-for-one basis.

2. Represents shares withheld by the Issuer to satisfy the reporting person's tax withholding obligation upon the settlement of previously reported RSUs or PSUs, as applicable, which vested and settled on the Effective Date (as defined below). This does not represent a sale by the reporting person.

3. On August 15, 2022, the reporting person was granted 6,000 performance stock units ("PSUs"), vesting upon the satisfaction of certain performance criteria. Vesting and settlement of awards that would occur after the Effective Date was accelerated in connection with the reporting person's termination of employment pursuant to the reporting person's severance agreement with the Issuer.

4. PSUs convert into Class A common stock on a one-for-one basis.

5. On June 27, 2023, Lordstown Motors Corp., a Delaware corporation, together with its subsidiaries (collectively, the "Debtors"), filed voluntary petitions for relief (the "Chapter 11 Cases") under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On March 5, 2024, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Third Modified First Amended Joint Chapter 11 Plan of Lordstown Motors Corp. and Its Affiliated Debtors (as may be further modified, amended, or supplemented, the "Plan"). On March 14, 2024 (the "Effective Date"), the Plan was consummated and became effective in accordance with its terms, and the Debtors emerged from the Chapter 11 Cases with the Company changing its name to Nu Ride Inc.

6. On October 13, 2021, the reporting person was granted 16,666 RSUs, vesting in three equal annual installments beginning on October 13, 2022. Vesting and settlement of awards (i) that was to occur during the pendency of the Chapter 11 Cases was stayed during that period until the Effective Date, and (ii) that would occur after the Effective Date was accelerated in connection with the reporting person's termination of employment pursuant to the reporting person's severance agreement with the Issuer.

7. On August 15, 2022, the reporting person was granted 18,000 RSUs, vesting in three equal annual installments beginning on August 15, 2023. Vesting and settlement of awards (i) that was to occur during the pendency of the Chapter 11 Cases was stayed during that period until the Effective Date, and (ii) that would occur after the Effective Date was accelerated in connection with the reporting person's termination of employment pursuant to the reporting person's severance agreement with the Issuer.

	/s/ Melissa A. Leonard, Attorney-in-Fact	03/18/2024
	** 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.
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