Statement of Changes in Beneficial Ownership (4)

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

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3235-0287

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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 * Reeser Timothy	2. Issuer Name and Ticker or Trading Symbol Lightning eMotors, Inc. [ ZEV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) C/O LIGHTNING EMOTORS, INC., 815 14TH STREET SW, SUITE A100	3. Date of Earliest Transaction (MM/DD/YYYY) 1/31/2022
(Street) LOVELAND, CO 80537 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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	1/31/2022		M		15000	A	$0.05	1131222	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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	$0.05	1/31/2022		M			15000 (1)	(1)	12/31/2022	Common Stock	15000	$0	831532	D

Explanation of Responses:

(1)

In connection with the Business Combination Agreement, dated as of December 10, 2020, by and among GigCapital3, Inc., Project Power Merger Sub, Inc., a direct, wholly-owned subsidiary of GigCapital3, Inc., and Lightning Systems, Inc, 846,532 shares of New Lightning eMotors Common Stock are issuable upon the exercise of New Lightning eMotors options issued in exchange of pre-merger Lightning Systems options at a price of $0.05 per share. 282,177 New Lightning eMotors options were immediately exercisable, and the remaining options vest in three ratable installments on October 1, 2021, 2022 and 2023. The pre-merger Lightning Systems options were converted into New Lightning eMotors options to purchase 846,532 shares of New Lightning eMotors Common Stock at the exchange ratio of 0.940591804.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Reeser Timothy C/O LIGHTNING EMOTORS, INC. 815 14TH STREET SW, SUITE A100 LOVELAND, CO 80537	X		Chief Executive Officer

Signatures
/s/ Timothy Reeser by Teresa Covington, Attorney-in-Fact		2/1/2022
**Signature of Reporting Person		Date