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Form 4 Xos, Inc. For: Aug 09 Filed by: Aljomaih Automotive Co.

August 11, 2022 9:43 PM EDT

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Aljomaih Automotive Co.

(Last) (First) (Middle)
C/O XOS, INC.
3550 TYBURN STREET, UNIT 100

(Street)
LOS ANGELES CA 90065

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Xos, Inc. [ XOS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/09/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Convertible Promissory Note $ 2.3817 08/09/2022   P   $ 20,000,000 (1)     (2) 08/11/2025 Common Stock 8,397,363 $ 20,000,000 $ 20,000,000 D  
Explanation of Responses:
1. On August 9, 2022, the Reporting Person entered into an agreement to purchase from the Issuer a Convertible Promissory Note with an aggregate principal amount of $20,000,000. The Convertible Promissory Note is initially convertible into shares common stock at a conversion price of $2.3817 per share, subject to adjustment. Therefore, the Convertible Promissory Note is initially convertible into 8,397,363 shares.
2. The principal amount, plus any accrued and unpaid interest, is convertible into shares of common stock at any time on or after November 9, 2022. The Issuer may not effect any conversion of the Convertible Promissory Note, and a holder of the Convertible Promissory Note does not have the right to convert any portion of the Convertible Promissory Note, to the extent that, after giving effect to the attempted conversion, such holder would beneficially own a number of shares in excess of 19.99% of the shares of Issuer Common Stock outstanding immediately after giving effect to such conversion.
/s/ Christen Romero, Attorney-in-Fact for Aljomaih Automotive Co. 08/11/2022
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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