Sec Form 3 Filing - Rosella Holdings Ltd @ Lightning eMotors, Inc. - 2021-05-06

FORM 3 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 Rosella Holdings Ltd 2. Issuer Name and Ticker or Trading Symbol Lightning eMotors, Inc. [ ZEV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) TRAFALGAR COURT, 3RD FLOOR,, WEST WING, LES BANQUES 3. Date of Earliest Transaction (MM/DD/YY) 05/06/2021 (Street) ST. PETER PORT GUERNSEY, X0GY1 2JA 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 ( 3 ) 11,170,687 ( 1 ) ( 2 ) ( 3 ) D ( 4 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rosella Holdings Ltd TRAFALGAR COURT, 3RD FLOOR, WEST WING, LES BANQUES ST. PETER PORT GUERNSEY, X0GY1 2JA X International Co Management Ltd TRAFALGAR COURT, 3RD FLOOR, WEST WING, LES BANQUES ST. PETER PORT GUERNSEY, X0GY1 2JA X Portman Welbeck Ltd TRAFALGAR COURT, 3RD FLOOR, WEST WING, LES BANQUES ST. PETER PORT GUERNSEY, X0GY1 2JA X Signatures /s/ Teresa Covington,Teresa Covington, attorney-in-fact on behalf of Rosella Holdings Ltd. 05/14/2021 Signature of Reporting Person Date /s/ Teresa Covington, Teresa Covington, attorney-in-fact on behalf of International Company Management Limited 05/14/2021 Signature of Reporting Person Date /s/ Teresa Covington, Teresa Covington, attorney-in-fact on behalf of Portman Welbeck Limited 05/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were acquired by Rosella Holdings Limited, a Guernsey limited company ("Rosella"), pursuant to the Business Combination Agreement amongLightning Systems, Inc., a privately held Delaware corporation that now is a wholly owned subsidiary of the Issuer (previously known as GigCapital3, Inc.),and Project Power Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer. ( 2 )In connection with the Business Combination Agreement, 10,212,713 shares of the Issuer's Common Stock were issued to Rosella in exchange for Lightning Systems Common Stock received by Rosella upon the automatic conversion of pre-merger Lightning Systems preferred stock, 258,809 shares of the Issuer's Common Stock were issued to Rosella in exchange for Lightning Systems Common Stock received by Rosella upon the automatic conversion of pre-merger Lightning Systems preferred stock dividends, 283,311 shares of the Issuer's Common Stock were issued to Rosella in exchange for Lightning Systems Common Stock received by Rosella upon the automatic conversion of a pre-merger Lightning Systems convertible note and 415,854 shares of the Issuer's Common Stock were issued to Rosella in exchange for Lightning Systems Common Stock received by Rosella upon the exercise of Lighting Systems warrants pre-merger. ( 3 )Rosella may be deemed to have indirect beneficial ownership of securities held by Aravaipa Venture Fund, LLC. Rosella disclaims beneficial ownership of such securities. ( 4 )These securities are directly held by Rosella. The directors of Rosella are International Company Management Limited and Portman Welbeck Limited. Both International Company Management Limited and Portman Welbeck Limited disclaim beneficial ownership of such securities.

Remarks: Exhibit 24 - Power of Attorney

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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