Sec Form 3 Filing - Lee Timothy E @ Wejo Group Ltd - 2021-11-19

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lee Timothy E 2. Issuer Name and Ticker or Trading Symbol Wejo Group Ltd [ WEJO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) CANON'S COURT, 22 VICTORIA STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/19/2021 (Street) HAMILTON HM12, D0HM12 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Shares 2,770,531 D Common Shares 107,634 I( 1 ) By Calibogue Capital Fund One LLC

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Share Units ( 2 ) ( 2 ) ( 2 ) Common Shares 939,502 D Earnout Shares ( 3 ) ( 3 ) ( 3 ) Common Shares 253,302 D Earnout Shares ( 3 ) ( 3 ) ( 3 ) Common Shares 9,840 I( 1 ) By Calibogue Capital Fund One LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lee Timothy E CANON'S COURT 22 VICTORIA STREET HAMILTON HM12, D0HM12 X Signatures By: /s/ Mina Bhama, as attorney in fact for Timothy Lee 11/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. ( 2 )Represents vested restricted share units, 50% of which settle on each of November 19, 2022 and November 19, 2023, with the form of such payment being made 60% in Common Shares and 40% in cash, or such other mix of Common Shares and cash, as provided by the terms of the applicable award agreement. ( 3 )Pursuant to the Agreement and Plan of Merger, dated as of May 28, 2021, among the Issuer and certain other parties (the "Agreement"), the Reporting Person has the contingent right to receive a pro rata amount of Common Shares in each of four earnout periods, if at any time during the seven year period following November 18, 2021, the volume weighted average price of a Common Share is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an "earnout period"): $15.00 for the first earnout period; $18.00 for the second earnout period; $21.00 for the third earnout period; and $24.00 for fourth earnout period, as adjusted pursuant to the Agreement.

Remarks: Exhibit 24 - Power of Attorney, incorporated herein by reference

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).

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