Sec Form 3 Filing - Maxwell John T. @ Wejo Group Ltd - 2021-11-19

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
Maxwell John T.
2. Issuer Name and Ticker or Trading Symbol
Wejo Group Ltd [ WEJO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
CANON'S COURT, 22 VICTORIA STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/19/2021
(Street)
HAMILTON H12, D0HM12
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 Shares 478,292( 1 ) 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
Stock Options (right to buy) $ 11.38 ( 2 ) 11/19/2031 Common Shares 469,751 D
Earnout Shares ( 3 ) ( 3 ) ( 3 ) Common Shares 780 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maxwell John T.
CANON'S COURT
22 VICTORIA STREET
HAMILTON H12, D0HM12
X Chief Financial Officer
Signatures
By: /s/ Mina Bhama, as attorney in fact for John Maxwell 11/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents (a) 8,541 Common Shares and (b) 469,751 restricted share units (that settle for Common Shares), one-third of which will vest on each of November 19,2022, November 19, 2023, and November 19, 2024 subject to the terms of the applicable award agreement.
( 2 )Represents stock options, one-third of which will vest on each of November 19, 2022, November 19, 2023, and November 19, 2024, subject to the terms of theapplicable award agreement.
( 3 )Pursuant to the Agreement and Plan of Merger, dated as of May 28, 2021, among the Issuer and certain other parties (the "Agreement"), the Reporting Person hasthe contingent right to receive a pro rata amount of Common Shares in each of four earnout periods, if at any time during the seven year period following November18, 2021, the volume weighted average price of a Common Share is greater than or equal to, for any 20 trading days within any 30 consecutive trading day period (an"earnout period"): $15.00 for the first earnout period; $18.00 for the second earnout period; $21.00 for the third earnout period; and $24.00 for fourth earnout period,as adjusted pursuant to the Agreement.

Remarks:
Exhibit 24 - Power of Attorney, incorporated herein by reference

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