Sec Form 4 Filing - Katz Avi S @ Lightning eMotors, Inc. - 2021-06-29

Insider filing report for Changes in Beneficial Ownership
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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
Katz Avi S
2. Issuer Name and Ticker or Trading Symbol
Lightning eMotors, Inc. [ ZEV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O LIGHTNING EMOTORS, INC., 1731 EMBARCADERO ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
06/29/2021
(Street)
PALO ALTO, CA94303
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 06/29/2021 J( 1 ) 650,000 D $ 0 4,985,000 ( 2 ) I By GigAcquisitions3, LLC ( 3 )
Common Stock 06/29/2021 J( 1 ) 17,550 A $ 0 17,550 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
Private Warrant $ 11.5 06/29/2021 J( 4 ) 487,500 ( 5 ) ( 6 ) Common Stock 0 $ 0 0 I By GigAcquisitions3, LLC ( 2 )
Private Warrant $ 11.5 06/29/2021 J( 4 ) 13,163 ( 5 ) ( 6 ) Common Stock 13,163 $ 0 13,163 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Katz Avi S
C/O LIGHTNING EMOTORS, INC.
1731 EMBARCADERO ROAD, SUITE 200
PALO ALTO, CA94303
X
GigAcquisitions3, LLC
C/O LIGHTNING EMOTORS, INC.
1731 EMBARCADERO ROAD, SUITE 200
PALO ALTO, CA94303
Former 10% Owner
Signatures
Dr. Avi S. Katz, Individually 07/01/2021
Signature of Reporting Person Date
Dr. Avi S. Katz, Manager of GigAcquisitions3, LLC 07/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Distribution of Common Stock to direct and indirect members of GigAcqusitions3, LLC (the "Sponsor").
( 2 )Includes 5,735,000 founder shares of Common Stock (of which 750,000 shares were forfeited) as previously reported in the Form 3 filed by the Reporting Person on May 5, 2020 and the Form 4 filed by the Reporting Person on June 29, 2020.
( 3 )The Common Stock and Private Warrants are held directly by the Sponsor. The shares and warrants held by the Sponsor are beneficially owned by Dr. Katz, the Issuer's Co-Chairman of the Board of Directors. Dr. Katz is also the Manager of the Sponsor, who has sole voting and dispositive power over the shares and warrants held by the Sponsor.
( 4 )Distribution of Private Warrants to direct and indirect members of the Sponsor.
( 5 )The Private Warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or 12 months from the completion of the Issuer's initial public offering.
( 6 )The Private Warrants will expire on the fifth anniversary of the Issuer's completion of its initial business combination.

Remarks:
GigAcquisitions3, LLC is no longer a 10% Owner.

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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