Sec Form 4 Filing - 10X Capital SPAC Sponsor I LLC @ 10X Capital Venture Acquisition Corp - 2021-07-22

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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
10X Capital SPAC Sponsor I LLC
2. Issuer Name and Ticker or Trading Symbol
10X Capital Venture Acquisition Corp [ VCVC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Director/Officer/10% Owner Grp
(Last) (First) (Middle)
1 WORLD TRADE CENTER, 85TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2021
(Street)
NEW YORK, NY10007
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
Class A Common Stock 07/22/2021 M 7,931,250 A 7,931,250 D ( 4 )
Class A Common Stock 07/22/2021 D 7,931,250 D 0 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
Class B Common Stock ( 1 ) 07/22/2021 M 5,031,250 ( 1 ) ( 1 ) Class A Common Stock 7,931,250 ( 1 ) 0 D ( 4 )
Warrants $ 11.5 07/22/2021 A( 3 ) 5,500,000 08/21/2021 07/22/2026 Class A Common Stock 2,250,000 ( 4 ) 5,500,000 D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
10X Capital SPAC Sponsor I LLC
1 WORLD TRADE CENTER, 85TH FLOOR
NEW YORK, NY10007
Director/Officer/10% Owner Grp
Signatures
10X Capital SPAC Sponsor I, LLC By: /s/ Hans Thomas 07/26/2021
Signature of Reporting Person Date
/s/ Hans Thomas 01/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 22, 2021 (the "Closing Date"), 10X Capital Venture Acquisition Corp., a Delaware corporation ("10X Capital"), and REE Automotive Ltd., a company organized under the laws of the State of Israel ("REE"), consummated their previously announced business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among 10X Capital, REE and Spark Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of REE. On the Closing Date, pursuant to the terms of the Merger Agreement, each outstanding share of Class B common stock of 10X Capital converted into shares of Class A common stock of 10X Capital at a conversion ratio of 1.5763975 shares of Class B common stock for each share of Class A common stock.
( 2 )Pursuant to the terms of the Merger Agreement, on the Closing Date, each outstanding share of Class A common stock of 10X Capital following the conversion described in footnote 1 above converted into the right to receive one newly issued Class A ordinary share of REE.
( 3 )Pursuant to the terms thereof, the exercisability of the warrants was subject to the completion of the Business Combination. The warrants will become exercisable 30 days after the Closing Date.
( 4 )10X Capital SPAC Sponsor I LLC (the "Sponsor") is the record holder of the securities reported herein. Hans Thomas is the managing member of the Sponsor. Mr. Thomas has voting and investment discretion with respect to the securities held of record by the Sponsor.

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