Sec Form 3 Filing - Northern Genesis Sponsor II LLC @ Embark Technology, Inc. - 2021-01-12

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
Northern Genesis Sponsor II LLC
2. Issuer Name and Ticker or Trading Symbol
Embark Technology, Inc. [ EMBK]
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)
4801 MAIN STREET, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
01/12/2021
(Street)
KANSAS CITY, MO64112
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 10,350,000( 1 ) I By Northern Genesis Sponsor II LLC( 2 )
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
Warrant $ 11.5 ( 3 ) ( 4 ) Common Stock 5,966,667( 5 ) I By Northern Genesis Sponsor II LLC( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Northern Genesis Sponsor II LLC
4801 MAIN STREET, SUITE 1000
KANSAS CITY, MO64112
X
Robertson Ian
4801 MAIN STREET, SUITE 1000
KANSAS CITY, MO64112
X CEO
Signatures
Northern Genesis Sponsor II LLC, by Ian Robertson, Managing Member 09/21/2022
Signature of Reporting Person Date
/s/ Ian Robertson 09/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes up to 1,350,000 shares that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the over-allotment option in full.
( 2 )The shares and warrants are owned directly by the Issuer's sponsor, Northern Genesis Sponsor II LLC (the "Sponsor"). Ian Robertson, the Issuer's Chief Executive Officer and Director, is one of the managing members of the Sponsor. Mr. Robertson disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein.
( 3 )Each warrant will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or January 15, 2022.
( 4 )Each warrant will expire five years after the completion of the Issuer's initial business combination.
( 5 )Includes warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the Issuer's Sponsor irrevocably committed to purchase. The purchase of these warrants is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. Does not include up to 720,000 additional warrants which the Issuer's Sponsor irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the over-allotment option in full. Each warrant entitles the holder to purchase one share of the Issuer's common stock at a price of $11.50 per share, subject to adjustment.

Remarks:
Inadvertently late filing.

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