Sec Form 4 Filing - Luo Jason @ Electric Last Mile Solutions, Inc. - 2021-06-25

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 Luo Jason 2. Issuer Name and Ticker or Trading Symbol Electric Last Mile Solutions, Inc. [ ELMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman & President (Last) (First) (Middle) 1055 W SQUARE LAKE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/25/2021 (Street) TROY, MI48098 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 06/25/2021 A( 1 ) 42,634,477 A 42,634,477 I by AJ Capital Investment, LLC ( 2 ) Common Stock 06/25/2021 C( 3 ) 233,939 A 42,868,416 I by AJ Capital Investment, LLC ( 2 ) Common Stock 06/25/2021 A( 4 ) 16,423,458 A 16,423,458 I by Luo Pan Investment II, LLC ( 2 )

(A) 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 (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Note ( 5 ) 06/25/2021 C( 5 ) 233,939 ( 5 ) ( 5 ) Common Stock 233,939 ( 5 ) 0 I by AJ Capital Investment, LLC ( 2 ) Earnout Right ( 6 ) 06/25/2021 A( 6 ) 2,764,500 ( 6 ) ( 6 ) Common Stock 2,764,500 ( 6 ) 2,764,500 I by AJ Capital Investment, LLC ( 2 ) Earnout Right ( 7 ) 06/25/2021 A( 7 ) 1,065,000 ( 7 ) ( 7 ) Common Stock 1,065,000 ( 7 ) 1,065,000 I by Luo Pan Investment II, LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Luo Jason 1055 W SQUARE LAKE ROAD TROY, MI48098 X X Executive Chairman & President Signatures /s/ Benjamin Wu, attorney-in-fact for Jason Luo 06/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 51,919 shares of common stock of Electric Last Mile, Inc. ("ELM"), pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended ("Merger Agreement"). ( 2 )The reporting person is the sole member of AJ Capital Investment, LLC and is the co-manager of Luo Pan Investment II, LLC and has sole voting and investment power with respect to the common stock held by these entities. ( 3 )Shares were issued to the reporting person upon conversion of an aggregate of $2,126,720.38 in principal and accrued interest under a convertible note owed to the reporting person. ( 4 )Received in exchange for 20,000 shares of common stock of Electric Last Mile, Inc. ("ELM"), pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended ("Merger Agreement"). ( 5 )On December 10, 2020, Electric Last Mile, Inc. ("ELM") entered into a $2,125,000 ELM Convertible Note with AJ Capital Investment, LLC. The reporting person is the beneficial owner of the ELM Convertible Note issued to AJ Capital Investment, LLC. Pursuant to the terms of the Convertible Note, upon the closing of the transaction contemplated pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Forum Merger III Corporation ("Forum") (upon consummation of the business combination, the surviving "Issuer" is renamed "Electric Last Mile Solutions, Inc."), ELMS Merger Corp., a wholly owned subsidiary of Forum, and ELM, as amended, the Convertible Note will be converted into shares of common stock of Electric Last Mile Solutions, Inc. ( 6 )On June 25, 2021 (the "Closing Date"), AJ Capital Investment, LLC received the right to acquire 2,764,500 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to AJ Capital Investment, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled. ( 7 )On June 25, 2021 (the "Closing Date"), Luo Pan Investment II, LLC received the right to acquire 1,065,000 shares of the Issuer's common stock pursuant to the Merger Agreement. An amount equal to half of these shares will be released from escrow if the price per share of the Issuer on any 20 trading days in any 30-consecutive day trading period equals or exceeds (i) $14.00 or (ii) $16.00, respectively. If the Issuer consummates a change of control, any shares not previously released will be made payable to Luo Pan Investment II, LLC. Any shares not eligible to be released within 3 years of the Closing Date will be forfeited and canceled.

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).

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