Sec Form 4/A Filing - Aquila Tony @ Canoo Inc. - 2020-12-21

FORM 4/A 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 Aquila Tony 2. Issuer Name and Ticker or Trading Symbol Canoo Inc. [ GOEV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O CANOO INC., 19951 MARINER AVE. 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2020 (Street) TORRANCE, CA90503 4. If Amendment, Date Original Filed (MM/DD/YY) 12/22/2020 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 12/21/2020 A 8,859,387 A 8,859,387 I By LLC ( 2 ) Common Stock 12/21/2020 A 3,500,000 ( 3 ) A $ 10 12,359,387 I By LLC ( 2 ) Common Stock 12/21/2020 A 1,003,828 ( 4 ) A 1,038,828 ( 4 ) 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Aquila Tony C/O CANOO INC. 19951 MARINER AVE. TORRANCE, CA90503 X Executive Chairman Signatures Tony Aquila, by /s/ Ron A. Metzger, Attorney-in-Fact 12/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received pursuant to the Merger Agreement and Plan of Reorganization, dated as of August 17, 2020, by and among Hennessy Capital Acquisition Corp. IV ("Hennessy Capital"), HCAC IV First Merger Sub, Ltd., a direct, wholly-owned subsidiary of Hennessy Capital ("First Merger Sub"), HCAC IV Second Merger Sub, LLC, a direct, wholly-owned subsidiary of Hennessy Capital ("Second Merger Sub"), and Canoo Holdings Ltd. ("Legacy Canoo") pursuant to which, through a series of mergers between Legacy Canoo, First Merger Sub, and Second Merger Sub,Legacy Canoo became a direct, wholly-owned subsidiary of Hennessy Capital, which subsequently changed its name to Canoo Inc. (the "Issuer"). The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination." ( 2 )Shares are held directly by AFV Partners SPV-4 LLC ("AFV 4"). Reporting Person is the Chairman and CEO of AFV Partners LLC which exercises ultimate voting and investment power with respect to the shares held by AFV 4. The Reporting Person disclaims beneficial ownership of the shares held by AFV 4 except to the extent of his pecuniary interest therein. ( 3 )As previously disclosed, on August 17, 2020, the Issuer entered into subscription agreements (the "Subscription Agreements") with certain investors (the "PIPE investors") pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination, an aggregate of $323,250,000,000 of the Issuer's shares of Common Stock at a price of $10.00 per share, or an aggregate of 32,325,000 shares of Common Stock. AFV 4 is among the PIPE Investors. ( 4 )Includes 1,003,828 shares subject to Restricted Stock Units that vest through October 19, 2023.

Remarks: This Amendment to Form 4 is being filed solely to correct the direct holdings of Reporting Person.

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).

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