Sec Form 4 Filing - Fisker Henrik @ Fisker Inc./DE - 2020-10-29

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Fisker Henrik
2. Issuer Name and Ticker or Trading Symbol
Fisker Inc./DE [ FSR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
C/O FISKER INC., 1888 ROSECRANS AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/29/2020
(Street)
MANHATTAN BEACH, CA90266
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
Class A Common Stock 10/29/2020 A 941,518 A 941,518 I Held by HF Holdco, LLC ( 2 )
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
Class B Common Stock ( 3 ) 10/29/2020 A( 4 ) 66,177,064 ( 3 ) ( 3 ) Class A Common Stock 66,177,064 ( 3 ) 66,177,064 D
Stock Option $ 0.06 10/29/2020 A( 5 ) 730,989 ( 6 ) 04/26/2027 Class A Common Stock 730,989 ( 5 ) 730,989 D
Stock Option $ 0.06 10/29/2020 A( 7 ) 7,189,995 ( 6 ) 12/19/2026 Class A Common Stock 7,189,995 ( 7 ) 7,189,995 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fisker Henrik
C/O FISKER INC.
1888 ROSECRANS AVENUE
MANHATTAN BEACH, CA90266
X President & CEO
Signatures
/s/ Henrik Fisker 11/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for 334,220 shares of Class A Common Stock of Fisker Inc., a Delaware corporation (which subsequently changed its name to "Fisker Group Inc.") ("Legacy Fisker"), pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of July 10, 2020, by and among Spartan Energy Acquisition Corp., a Delaware corporation (which subsequently changed its name to "Fisker Inc." ("the Issuer")), Spartan Merger Sub Inc., a Delaware corporation, and Legacy Fisker (the "BCA").
( 2 )Mr. Fisker, a member of the Issuer's Board of Directors, serves as a Member of HF Holdco, LLC and as such, has shared voting and dispositive power with respect to the shares held by HF Holdco, LLC. and may be deemed to beneficially own the shares of Class A Common Stock held by HF Holdco, LLC.
( 3 )The Class B Common Stock will be convertible into shares of Class A Common Stock on a one-to-one basis at the option of the holders of the Class B Common Stock at any time upon written notice to the Issuer. In addition, the Class B Common Stock will automatically convert into shares of Class A Common Stock immediately prior to the close of business on the earliest to occur of certain events specified in the Issuer's Second Amended and Restated Certificate of Incorporation.
( 4 )Received pursuant to the BCA in exchange for 24,363,670 shares of Legacy Fisker Class B Common Stock.
( 5 )Received pursuant to the BCA in exchange for an option to purchase 269,120 shares of Legacy Fisker Class A Common Stock.
( 6 )The stock option is fully vested and immediately exercisable.
( 7 )Received pursuant to the BCA in exchange for an option to purchase 2,647,060 shares of Legacy Fisker Class A Common Stock.

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.