Sec Form 4 Filing - VectoIQ Holdings, LLC @ VectoIQ Acquisition Corp. - 2018-05-18

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 VectoIQ Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol VectoIQ Acquisition Corp. [ VTIQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VECTOIQ ACQUISITION CORP., 1354 FLAGLER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2018 (Street) MAMARONECK, NY10543 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 Stock 05/18/2018 P 468,368 A 4,528,591 ( 2 ) D ( 3 )

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 Warrant $ 11.5 05/18/2018 P 468,368 ( 4 ) ( 5 ) Common Stock 468,368 ( 1 ) 468,368 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VectoIQ Holdings, LLC C/O VECTOIQ ACQUISITION CORP. 1354 FLAGLER DRIVE MAMARONECK, NY10543 X Signatures /s/ Alan I. Annex, Attorney-in-Fact 05/22/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Simultaneously with the Issuer's initial public offering, VectoIQ Holdings, LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 468,368 units (the "Private Units") in a private placement for an aggregate purchase price of $4,683,680. Each Private Unit consists of one share of common stock and one warrant. This figure does not include an aggregate of up to 57,541 Private Units that the Sponsor has committed to purchase depending on the extent to which the underwriters' option to purchase additional units is exercised. ( 2 )Includes an aggregate of up to 537,421 shares subject to forfeiture by the Sponsor depending on the extent to which the underwriters' option to purchase additional units is exercised. ( 3 )The securities are held directly by the Sponsor and indirectly by Stephen Girsky, who is the managing member of the Sponsor. Certain of the Issuer's other officers and directors hold economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Girsky and such other officers and directors disclaims beneficial ownership of such securities except to the extent of his or her pecuniary interest therein. ( 4 )The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or May 18, 2019. ( 5 )The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.

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.