Sec Form 13G Filing - VectoIQ Holdings LLC filing for Nikola Corp (NKLA) - 2019-02-12

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 92243N103

13G

1.

Names of Reporting Persons
VectoIQ Holdings, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
O wned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
4,586,132

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
4,586,132

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,586,132*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row 9
15.5%*

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 92243N103

13G

1.

Names of Reporting Persons
Stephen Girsky

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
11,449

6.

Shared Voting Power
4,586,132*

7.

Sole Dispositive Power
11,449

8.

Shared Dispositive Power
4,586,132*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,597,581*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row 9
15.5%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 92243N103

13G

Item 1(a).

Name of Issuer:
VectoIQ Acquisition Corp. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
1354 Flagler Drive, Mamaroneck, NY 10543

Item 2(a).

Name of Person Filing:
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)            VectoIQ Holdings, LLC

(ii)           Stephen Girsky

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is 1354 Flagler Drive, Mamaroneck, NY 10543

Item 2(c).

Citizenship:
VectoIQ Holdings, LLC is a Delaware limited liability company and Mr. Girsky is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:
Common Stock, $0.0001 par value (the “Shares”)

Item 2(e).

CUSIP Number:
92243N103

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Not Applicable.

CUSIP No. 92243N103

13G

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

Disclosure for each Reporting Person:

(a)

Amount beneficially owned:   

VectoIQ Holdings, LLC – 4,586,132 shares

Stephen Girsky – 4,597,581 shares

(b)

Percent of class:   

VectoIQ Holdings, LLC –15.5%

Stephen Girsky – 15.5%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

VectoIQ Holdings, LLC – 0

Stephen Girsky – 11,449

(ii)

Shared power to vote or to direct the vote:    

VectoIQ Holdings, LLC – 4,586,132 shares

Stephen Girsky – 4,586,132 shares

(iii)

Sole power to dispose or to direct the disposition of:   

VectoIQ Holdings, LLC – 0

Stephen Girsky – 11,449

(iv)

Shared power to dispose or to direct the disposition of:   

VectoIQ Holdings, LLC – 4,586,132 shares

Stephen Girsky – 4,586,132 shares

VectoIQ Holdings, LLC holds 4,586,132 shares of Common Stock, which represents 15.5% of the total shares of Common Stock issued and outstanding as of September 30, 2018, based on an aggregate of 29,640,000 shares of Common Stock, outstanding as of November 8, 2018, as reported in the Report of the Issuer on Form 10-Q that was filed with the Securities and Exchange Commission on November 8, 2018.

The securities described above are held directly by VectoIQ Holdings, LLC and indirectly by Stephen Girsky, who is the managing member of VectoIQ Holdings, LLC. Mr. Girsky disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Additionally, Mr. Girsky owns 11,449 shares of Common Stock in an individual capacity.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit 1.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

CUSIP No. 92243N103

13G

Item 10.

Certifications.

Not Applicable.

Date: February 12, 2019

VECTOIQ HOLDINGS, LLC

By:

/s/ Stephen Girsky

Name: Stephen Girsky

Title: Authorized Representative

/s/Stephen Girsky

Name:

Stephen Girsky