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GOEV Canoo Inc

2.55
-0.03 (-1.16%)
After Hours
Last Updated: 21:06:05
Delayed by 15 minutes
Share Name Share Symbol Market Type
Canoo Inc NASDAQ:GOEV NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.03 -1.16% 2.55 2.54 2.55 2.58 2.45 2.52 1,547,724 21:06:05

Amended Statement of Changes in Beneficial Ownership (4/a)

30/12/2020 11:42pm

Edgar (US Regulatory)


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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Aquila Tony
2. Issuer Name and Ticker or Trading Symbol

Canoo Inc. [ GOEV ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

C/O CANOO INC., 19951 MARINER AVE.
3. Date of Earliest Transaction (MM/DD/YYYY)

12/21/2020
(Street)

TORRANCE, CA 90503
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

12/22/2020 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/21/2020  A  8859387 A (1)8859387 I By LLC (2)
Common Stock 12/21/2020  A  3500000 (3)A$10.00 12359387 I By LLC (2)
Common Stock 12/21/2020  A  1003828 (4)A (1)1038828 (4)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Received pursuant to the Merger Agreement and Plan of Reorganization, dated as of August 17, 2020, by and among Hennessy Capital Acquisition Corp. IV ("Hennessy Capital"), HCAC IV First Merger Sub, Ltd., a direct, wholly-owned subsidiary of Hennessy Capital ("First Merger Sub"), HCAC IV Second Merger Sub, LLC, a direct, wholly-owned subsidiary of Hennessy Capital ("Second Merger Sub"), and Canoo Holdings Ltd. ("Legacy Canoo") pursuant to which, through a series of mergers between Legacy Canoo, First Merger Sub, and Second Merger Sub, Legacy Canoo became a direct, wholly-owned subsidiary of Hennessy Capital, which subsequently changed its name to Canoo Inc. (the "Issuer"). The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination."
(2) Shares are held directly by AFV Partners SPV-4 LLC ("AFV 4"). Reporting Person is the Chairman and CEO of AFV Partners LLC which exercises ultimate voting and investment power with respect to the shares held by AFV 4. The Reporting Person disclaims beneficial ownership of the shares held by AFV 4 except to the extent of his pecuniary interest therein.
(3) As previously disclosed, on August 17, 2020, the Issuer entered into subscription agreements (the "Subscription Agreements") with certain investors (the "PIPE investors") pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination, an aggregate of $323,250,000,000 of the Issuer's shares of Common Stock at a price of $10.00 per share, or an aggregate of 32,325,000 shares of Common Stock. AFV 4 is among the PIPE Investors.
(4) Includes 1,003,828 shares subject to Restricted Stock Units that vest through October 19, 2023.

Remarks:
This Amendment to Form 4 is being filed solely to correct the direct holdings of Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Aquila Tony
C/O CANOO INC.
19951 MARINER AVE.
TORRANCE, CA 90503
X
Executive Chairman

Signatures
Tony Aquila, by /s/ Ron A. Metzger, Attorney-in-Fact12/30/2020
**Signature of Reporting PersonDate

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