Sec Form 4 Filing - Fenwick-Smith Robert @ Lightning eMotors, Inc. - 2021-05-06

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 Fenwick-Smith Robert 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., 815 14TH STREET SW, SUITE A100 3. Date of Earliest Transaction (MM/DD/YY) 05/06/2021 (Street) LOVELAND, CO80537 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 05/06/2021 J 243,495 A 243,495 D Common Stock 05/06/2021 J 4,598,976 A 4,598,976 I By LLC ( 2 )

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 Options to receive Common Stock $ 0.58 05/06/2021 J 235,148 ( 3 ) 08/24/2030 Common Stock 235,148 ( 3 ) 235,148 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fenwick-Smith Robert C/O LIGHTNING EMOTORS, INC. 815 14TH STREET SW, SUITE A100 LOVELAND, CO80537 X Signatures /s/ Teresa Covington, Attorney-in-Fact 05/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received 243,495 shares of New Lightning eMotors Common Stock issued in exchange for outstanding pre-merger Lightning Systems Common Stock, pursuant to the Business Combination Agreement, dated as of December 10, 2020, (the "BCA") by and among GigCapital3, Inc., Project Power Merger Sub, Inc., a direct, wholly-owned subsidiary of GigCapital3, Inc., and Lightning Systems, Inc. pursuant to which Lightning Systems, Inc. became a direct, wholly-owned subsidiary of GigCapital3, Inc., which subsequently changed its name to Lightning eMotors, Inc. ( 2 )Received 4,598,976 shares of New Lightning eMotors Common Stock pursuant to the BCA. The shares are held directly by Aravaipa Venture Fund, LLC, the managing member of which is Aravaipa Ventures LLC. As a co-founding partner and member of Aravaipa Venture Fund, LLC and the managing member of Aravaipa Ventures, LLC, the Reporting Person may be deemed to share beneficial ownership of 4,598,976 shares of Common Stock held directly by Aravaipa Venture Fund, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. ( 3 )In connection with the BCA as described in footnote 1 above, 235,148 shares of New Lightning eMotors Common Stock are issuable upon the exercise of New Lightning eMotors options issued in exchange of pre-merger Lightning Systems options at a price of $0.58 per share. 108,757 New Lightning eMotors options are exercisable, and the remaining 126,391 options will vest in quarterly ratable installments over the four years following August 24, 2020. The pre-merger Lightning Systems options were converted into New Lightning eMotors options to purchase 235,148 shares of New Lightning eMotors Common Stock at the exchange ratio of 0.940591804.

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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