Timothy E. Lee - 19 Nov 2021 Form 3 Insider Report for Wejo Group Ltd

Role
Director
Signature
By: /s/ Mina Bhama, as attorney in fact for Timothy Lee
Issuer symbol
N/A
Transactions as of
19 Nov 2021
Net transactions value
$0
Form type
3
Filing time
19 Nov 2021, 18:05:18 UTC
Next filing
22 Apr 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding WEJOF Common Shares 2,770,531 19 Nov 2021 Direct
holding WEJOF Common Shares 107,634 19 Nov 2021 By Calibogue Capital Fund One LLC F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding WEJOF Restricted Share Units 19 Nov 2021 Common Shares 939,502 Direct F2
holding WEJOF Earnout Shares 19 Nov 2021 Common Shares 253,302 Direct F3
holding WEJOF Earnout Shares 19 Nov 2021 Common Shares 9,840 By Calibogue Capital Fund One LLC F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.
F2 Represents vested restricted share units, 50% of which settle on each of November 19, 2022 and November 19, 2023, with the form of such payment being made 60% in Common Shares and 40% in cash, or such other mix of Common Shares and cash, as provided by the terms of the applicable award agreement.
F3 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 has the 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 November 18, 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