Sec Form 3 Filing - BP Technology Ventures Inc. @ Lightning eMotors, Inc. - 2021-05-06

Insider filing report for Changes in Beneficial Ownership
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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
BP Technology Ventures Inc.
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)
501 WESTLAKE PARK BLVD
3. Date of Earliest Transaction (MM/DD/YY)
05/06/2021
(Street)
HOUSTON, TX77079
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 22,925,496 ( 1 ) ( 2 ) D ( 3 )
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
BP Technology Vent ures Inc.
501 WESTLAKE PARK BLVD
HOUSTON, TX77079
X
BP CORP NORTH AMERICA INC
501 WESTLAKE PARK BLVD
HOUSTON, TX77079
X
BP AMERICA INC
501 WESTLAKE PARK BLVD
HOUSTON, TX77079
X
Signatures
/s/ Susan Baur, Vice President, on behalf of BP TECHNOLOGY VENTURES INC 05/13/2021
Signature of Reporting Person Date
/s/ Susan Baur, Vice President, on behalf of BP CORP NORTH AMERICA INC 05/13/2021
Signature of Reporting Person Date
/s/ Susan Baur, Vice President, on behalf of BP AMERICA INC 05/13/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities were acquired by the Reporting Persons pursuant to the Business Combination Agreement among the entity previously known as Lightning Systems, Inc., a privately held Delaware corporation, 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, 15,974,587 shares of New Lightning eMotors Common Stock were issued in exchange for Lightning Systems Common Stock received upon the automatic conversion of pre-merger Lightning Systems preferred stock, 398,987 shares of New Lightning eMotors Common Stock issued in exchange for Lightning Systems Common Stock received upon the automatic conversion of pre-merger Lightning Systems preferred stock dividends, 934,926 shares of New Lightning eMotors Common Stock issued in exchange for Lightning Systems Common Stock received upon the automatic conversion of pre-merger Lightning eMotors convertible notes, 3,116,996 shares of New Lightning eMotors Common Stock issuable upon exercise of pre-merger Lightning Systems warrants, assuming cashless exercise, and 2,500,000 shares of New Lightning eMotors Common Stock purchased in connection with the PIPE Subscription Agreement.
( 3 )These securities are directly held by BP Technology Ventures, Inc., an investment holding vehicle incorporated in Delaware. BP Technology Ventures, Inc. is owned 100% by BP Corporation North America Inc., which is owned 100% by BP America Inc.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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