|Form 4 Filings||Insider Buys||Significant Buys|| Penny Stocks |
|Insider Buy Sell Ratios||Stock Options|| Insider Trading |
| Insider Trading |
| || |
"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 |
| 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
| ( 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.
|* 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).|