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Sec Form 4 Filing - Patterson Michael @ Romeo Power Inc. - 2020-12-29

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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
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1. Name and Address of Reporting Person *
Patterson Michael
2. Issuer Name and Ticker or Trading Symbol
Romeo Power, Inc. [ RMO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Sales Officer
(Last)
(First)
(Middle)
C/O ROMEO POWER, INC., 4380 AYERS AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2020
(Street)
VERNON, CA90058
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, par value $0.0001 per share ("Common Stock") 12/29/2020 A 12,628,823 A 12,628,823 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
Stock Option (right to buy) $ 6.69 12/29/2020 A 4,633,979 ( 2 )( 6 ) ( 3 ) Common Stock 4,633,979 ( 1 ) ( 2 ) 4,633,979 D
Stock Option (right to buy) $ 4.09 12/29/2020 A 1,343,666 ( 4 )( 7 ) 08/24/2027 Common Stock 1,343,666 ( 1 ) ( 4 ) 1,343,666 D
Stock Option (right to buy) $ 6.09 12/29/2020 A 268,733 ( 5 )( 7 ) 01/11/2028 Common Stock 268,733 ( 1 ) ( 5 ) 268,733 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Patterson Michael
C/O ROMEO POWER, INC.
4380 AYERS AVENUE
VERNON, CA90058
X Chief Sales Officer
Signatures
/s/ Michael Patterson 12/31/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received pursuant to the Agreement and Plan of Merger, dated as of October 5, 2020, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of November 18, 2020 (as amended, the "Merger Agreement"), by and among Romeo Power, Inc. (f/k/a RMG Acquisition Corp.) (the "Issuer"), RMG Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Romeo Systems, Inc. ("Legacy Romeo"), pursuant to which Merger Sub merged with and into Legacy Romeo, with Legacy Romeo surviving the merger (the "Merger"). As a result, Legacy Romeo became a wholly-owned subsidiary of the Issuer, with the stockholders of Legacy Romeo becoming stockholders of the Issuer.
( 2 )The number of shares of Common Stock subject to this option that will vest will be an amount corresponding to the average of the closingprice per share of Common Stock on the New York Stock Exchange on each of the five trading days immediately following the 180th day following December 29, 2020 (such 180th day, the "Liquidity Date"), which is the date on which the Merger was consummated. If the liquid share price is $6.73-$8.99, then the cumulative number of shares that will vest is 112,133. If the liquid share price is $9.00-$12.00, then the cumulative number of shares that will vest is 224,267. If the liquid share price is $12.01-$15.00, then the cumulative number of shares that will vest is 392,466. If the liquid share price is $15.01, then the cumulative number of shares that will vest is 560,666. Any shares subject to the option granted to Mr. Patterson that do not vest based on the liquid share price targets aforementioned will be forfeited.
( 3 )The expiration date is the earlier of (i) August 12, 2023 or (ii) five (5) business days following the Liquidity Date.
( 4 )This option is fully vested and exercisable. This option was received in the Merger in exchange for an option to purchase 11,038,084 shares of Class A common stock of Legacy Romeo.
( 5 )261,268 shares of this option have vested and are exercisable. This option was received in the Merger in exchange for an option to purchase 2,207,617 shares of Class A common stock of Legacy Romeo.
( 6 )Half of these options vest on the first year anniversary of the grant date, and 1/12th of the remaining half of the options vest monthly thereafter.
( 7 )One-third of these options vest on the first year anniversary of the grant date, and 1/36th of these options vest monthly thereafter.

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.
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