Sec Form 4 Filing - Aquila Tony @ Canoo Inc. - 2021-11-04

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 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 and CEO (Last) (First) (Middle) C/O CANOO INC., 19951 MARINER AVE. 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2021 (Street) TORRANCE, CA90503 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

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 Performance-Based Restricted Stock Units ( 1 ) ( 2 ) 11/04/2021 A 2,000,000 ( 2 ) 11/04/2026 Common Stock 2,000,000 $ 0 2,000,000 D Performance-Based Restricted Stock Units ( 1 ) ( 3 ) 11/04/2021 A 2,000,000 ( 3 ) 11/04/2026 Common Stock 2,000,000 $ 0 2,000,000 D Performance-Based Restricted Stock Units ( 1 ) ( 4 ) 11/04/2021 A 2,000,000 ( 4 ) 11/04/2026 Common Stock 2,000,000 $ 0 2,000,000 D

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 and CEO Signatures Tony Aquila, by /s/ Michael Fielkow, Attorney-in-Fact 11/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. These PSUs vest in one-third increments through a five-year performance period beginning November 4, 2021 when shares of the Issuer's common stock equal or exceed the prices specified in footnotes (2), (3) and (4), as applicable (measured based on the volume weighted average stock price for 20 days in any 30-day period), and in each case subject to continuous service through the later of the end of the applicable service period or the date of achievement of the applicable performance vesting milestone. ( 2 )These PSUs vest on the date the price of the Issuer's common stock equals or exceeds $18, subject to continuous service through the later of the first anniversary of the grant date and the date such stock price is achieved. ( 3 )These PSUs vest on the date the price of the Issuer's common stock equals or exceeds $25, subject to continuous service through the the later of second anniversary of the grant date and the date such stock price is achieved. ( 4 )These PSUs vest on the date the price of the Issuer's common stock equals or exceeds $40, subject to continuous service through the fifth anniversary of the grant date (i.e., the expiration date).

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.