Sec Form 4 Filing - Hendel Samuel @ Wejo Group Ltd - 2022-09-16

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
Hendel Samuel
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
CANON'S COURT 22 VICTORIA STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/16/2022
(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 09/27/2022 A 148,319( 1 ) A $ 0 376,795 D
Common Shares 09/27/2022 A 25,000( 2 ) A $ 0 401,795 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
Exchangeable Rights (right to buy) $ 11.5 09/16/2022 A 294,643 11/18/2022 11/18/2026 Common Shares( 3 ) 294,643 $ 0 294,643 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hendel Samuel
CANON'S COURT 22 VICTORIA STREET
HAMILTON H12, D0HM12
X
Signatures
/s/ Mina Bhama, attorney-in-fact for Samuel Hendel 12/06/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents common shares distributed to the Reporting Person in connection with the dissolution (the "Dissolution") of Virtuoso Sponsor LLC, a Delaware limited liability company (the "Sponsor"), and distribution of all of the Sponsor's assets, comprised of common shares of Wejo Group Limited and exchangeable preferred shares of Wejo Bermuda Limited (the "Exchangeable Rights"), to its members (collectively, the "Members") pursuant to that certain Amended and Restated Limited Liability Company Operating Agreement of the Sponsor, dated as of January 15, 2021, on a pro rata basis in accordance with each Member's percentage interest in the Sponsor.
( 2 )Represents common shares distributed to the Reporting Person in connection with the Dissolution of the Sponsor in consideration of the Reporting Person's prior service as a member of the Board of Directors of the Sponsor.
( 3 )Represents Exchangeable Rights distributed to the Reporting Person in connection with the Dissolution of the Sponsor on a pro rata basis in accordance with the Reporting Person's percentage interest in the Sponsor.

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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