Sec Form 4/A Filing - Rao Hong @ FARADAY FUTURE INTELLIGENT ELECTRIC INC. - 2021-07-21

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FORM 4/A
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
Rao Hong
2. Issuer Name and Ticker or Trading Symbol
FARADAY FUTURE INTELLIGENT ELECTRIC INC. [ FFIE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice President, I.A.I.
(Last) (First) (Middle)
C/O FARADAY FUTURE INTELLIGENT ELECTRIC, INC., 18455 S. FIGUEROA STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/21/2021
(Street)
GARDENA, CA90248
4. If Amendment, Date Original Filed (MM/DD/YY)
07/23/2021
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
Class A Common Stock 07/21/2021 A 196,936 A 196,936 D
Class A Common Stock 07/21/2021 A 12,697 ( 2 ) A $ 0 209,633 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
Earnout Shares ( 3 ) 07/21/2021 A 12,048 ( 3 ) ( 3 ) Class A Common Stock 12,048 ( 3 ) 12,048 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rao Hong
C/O FARADAY FUTURE INTELLIGENT ELECTRIC
INC., 18455 S. FIGUEROA STREET
GARDENA, CA90248
Vice President, I.A.I.
Signatures
/s/ Hong Rao 03/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )1.Pursuant to the Agreement and Plan of Merger, dated January 27, 2021, as amended, by and among Property Solutions Acquisitions Corp. (the "Issuer"), PSAC Merger Sub Ltd., and FF Intelligent Mobility Global Holdings Ltd. ("FF") (the "Merger Agreement"), the merger pursuant to which closed on July 21, 2021 ("Closing"), each outstanding share of FF common stock held by the Reporting Person converted into the right to receive shares of the Issuer's Class A common stock using an exchange ratio of 0.1413 (the "Exchange Ratio"). On the Closing date, the closing price of the Issuer's common stock was $13.78. Following Closing, the Issuer was renamed "Faraday Future Intelligent Electric Inc."
( 2 )These shares of restricted stock were granted to the Reporting Person upon Closing and vested 90 days after Closing.
( 3 )Pursuant to the terms of the Merger Agreement, the Reporting Person, as an FF shareholder, received these Earnout Shares, each one of which represents the contingent right to acquire one share of the Issuer's Class A common stock if the trading price of the Issuer's Class A common stock reaches certain thresholds. Specifically, the Earnout Shares vest in equal halves if the trading price of Class A common stock is greater than or equal to $13.50 and $15.50, respectively, for any 20 trading days within any 30-trading day period. The Reporting Person's right to receive the Earnout Shares became fixed and irrevocable at Closing. Any Earnout Shares that have not vested by the fifth anniversary of the Closing will be forfeited.

Remarks:
This Form 4 amendment is being filed to separately identify (i) the number of shares of Class A common stock the Reporting Person received as consideration under the Merger Agreement upon Closing (the "Merger Consideration Shares"), (ii) the number of restricted shares of Class A common stock the Reporting Person received as an equity grant at Closing (the "Equity Grant Shares"), which had previously been inadvertently aggregated with the Merger Consideration Shares and reported in a single row in Table I of the Form 4 filed on July 23, 2021, and (iii) the number of Earnout Shares the Reporting Person received under the terms of the Merger Agreement at Closing, which is now being reported in Table II. The Equity Grant Shares were also inadvertently re-reported in the Form 4 filed by the Reporting Person on March 8, 2022, and so this Form 4 amendment shall also be deemed to amend and override that Form 4. The adjustments in this Form 4 amendment also impact the Reporting Person's beneficial ownership of Class A common stock as reported in Table I on subsequent Forms 4 that were filed prior to this amendment. The Reporting Person currently beneficially owns 256,388 shares of Class A common stock (excluding Earnout Shares).

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