Sec Form 4 Filing - Rassey Louis @ Fast Radius, Inc. - 2022-02-04

Insider filing report for Changes in Beneficial Ownership
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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
Rassey Louis
2. Issuer Name and Ticker or Trading Symbol
Fast Radius, Inc. [ FSRD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O FAST RADIUS, INC., 113 N. MAY STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/04/2022
(Street)
CHICAGO, IL60607
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 02/04/2022 A 6,895,883 A 6,895,883 D
Common Stock 02/04/2022 A 226,163 A 226,163 I By TRF I Trust( 2 )
Common Stock 02/04/2022 A 226,163 A 226,163 I By TRF II Trust( 2 )
Common Stock 02/04/2022 A 226,163 A 226,163 I By TRF III Trust( 2 )
Common Stock 02/04/2022 A 226,163 A 226,163 I By TRF IV Trust( 2 )
Common Stock 02/04/2022 A 213,253 A 213,253 I By Two Roads Group, 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
Restricted Stock Units $ 0 02/04/2022 A 38,199 ( 3 ) ( 3 ) Common Stock 38,199 ( 4 ) 38,199 D
Restricted Stock Units $ 0 02/04/2022 A 1,294,989 ( 5 ) ( 5 ) Common Stock 1,294,989 ( 4 ) 1,294,989 D
Options to Purchase Common Stock $ 0.7 02/04/2022 A 1,530,075 ( 6 ) ( 6 ) Common Stock 1,530,075 ( 7 ) 1,530,075 D
Options to Purchase Common Stock $ 0.7 02/04/2022 A 265,550 ( 8 ) ( 8 ) Common Stock 265,550 ( 7 ) 265,550 D
Earnout Shares $ 0 02/04/2022 A 1,336,264 ( 9 ) ( 9 ) Common Stock 1,336,264 ( 1 ) 1,336,264 D
Earnout Shares $ 0 02/04/2022 A 41,232 ( 9 ) ( 9 ) Common Stock 41,232 ( 1 ) 41,232 I By TRF I Trust( 2 )
Earnout Shares $ 0 02/04/2022 A 41,232 ( 9 ) ( 9 ) Common Stock 41,232 ( 1 ) 41,232 I By TRF II Trust( 2 )
Earnout Shares $ 0 02/04/2022 A 41,232 ( 9 ) ( 9 ) Common Stock 41,232 ( 1 ) 41,232 I By TRF III Trust( 2 )
Earnout Shares $ 0 02/04/2022 A 41,232 ( 9 ) ( 9 ) Common Stock 41,232 ( 1 ) 41,232 I By TRF IV Trust( 2 )
Earnout Shares $ 0 02/04/2022 A 38,878 ( 9 ) ( 9 ) Common Stock 38,878 ( 1 ) 38,878 I By Two Roads Group, LLC( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rassey Louis
C/O FAST RADIUS, INC.
113 N. MAY STREET
CHICAGO, IL60607
X X Chief Executive Officer
Signatures
/s/ Louis Rassey 02/08/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received pursuant to that certain Agreement and Plan of Merger ("Merger Agreement"), dated as of July 18, 2021, as amended, by and among Issuer, formerly known as ECP Environmental Growth Opportunities Corp., a Delaware corporation ("ENNV"), ENNV Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ENNV, and Fast Radius, Inc., a Delaware corporation ("Legacy Fast Radius"), in exchange for equity interests of Legacy Fast Radius.
( 2 )The Reporting Person may be deemed to beneficially own the reported securities. The reporting person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
( 3 )Includes 15,508 Restricted Stock Units that are vested and subject to future settlement and 22,691 Restricted Stock Units which vest monthly through May of 2025, subject to the Reporting Person's continuous service.
( 4 )Represents Restricted Stock Units issued by Legacy Fast Radius and assumed by the Issuer on February 4, 2022 as merger consideration under the Merger Agreement.
( 5 )Includes 744,442 Restricted Stock Units that are vested and subject to future settlement and 550,547 Restricted Stock Units which vest upon the achievement of certain performance metrics related to the valuation of the Issuer.
( 6 )Includes 841,540 vested Options and 688,535 Options which vest monthly through March of 2023. The Options expire on May 20, 2029, subject to the Reporting Person's continuous service.
( 7 )Represents Options issued by Legacy Fast Radius and assumed by the Issuer on February 4, 2022 as merger consideration under the Merger Agreement.
( 8 )Includes 79,663 vested Options and 185,887 Options which vest monthly through April of 2023. The Options expire on May 20, 2029, subject to the Reporting Person's continuous service.
( 9 )Represents the right to receive shares of the Issuer's Common Stock in two equal tranches, at the time that the Issuer's Common Stock reaches a value of $15.00 and $20.00, respectively, no later than February 4, 2027, based upon the (i) daily volume-weighted average sale price of shares of the Issuer's Common Stock for any 20 trading days within any 30 consecutive trading day period or (ii) the per share consideration received in connection with a change in control.

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