Sec Form 4 Filing - Sordoni Giordano @ Xos, Inc. - 2023-01-17

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 Sordoni Giordano 2. Issuer Name and Ticker or Trading Symbol Xos, Inc. [ XOS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O XOS, INC., 3550 TYBURN STREET, UNIT 100 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2023 (Street) LOS ANGELES, CA90065 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 01/17/2023 P( 1 ) 56,729 A $ 1.06( 2 ) 23,731,629( 3 ) D Common Stock 01/18/2023 P( 1 ) 66,905 A $ 1.01( 4 ) 23,798,534( 3 ) D Common Stock 01/19/2023 P( 1 ) 44,634 A $ 0.99( 5 ) 23,843,168( 3 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sordoni Giordano C/O XOS, INC. 3550 TYBURN STREET, UNIT 100 LOS ANGELES, CA90065 X Chief Operating Officer Signatures /s/ Christen Romero, Attorney-in-Fact for Giordano Sordoni 01/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan. ( 2 )Represents weighted average sales price. The shares were sold at prices ranging from $1.01 to $1.08. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 3 )Includes 408,163 unvested restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock upon settlement. The RSUs vest as to 25% on April 10, 2023 and the remaining RSUs vest ratably on each of the next thirty-six (36) Monthly Vesting Dates thereafter. "Monthly Vesting Dates" mean the 10th of each month, provided, however, that to the extent any such date occurs on a weekend day or U.S. federal holiday, the Monthly Vesting Date will be deemed to occur on the immediately following day that is not a weekend day or U.S. federal holiday, subject to such Reporting Person's continuous service with the Issuer through such vesting date. ( 4 )Represents weighted average sales price. The shares were sold at prices ranging from $0.97 to $1.11. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 5 )Represents weighted average sales price. The shares were sold at prices ranging from $0.95 to $1.00. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

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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