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NXU, INC.
Date Filed :
Oct 30, 2023
View Exhibits
SEC FORM 4
SEC Form 4
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
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response:
0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person
*
GEM Global Yield LLC SCS
(Last)
(First)
(Middle)
12C, RUE GUILLAUME J. KROLL
(Street)
LUXEMBOURG
N4
L-1882
(City)
(State)
(Zip)
2. Issuer Name
and
Ticker or Trading Symbol
Nxu, Inc.
[
NXU
]
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)
10/25/2023
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
Class A common stock
(1)
10/25/2023
S
1,375,981
D
$
0.0357
(2)
31,849,879
D
Class A common stock
(1)
10/26/2023
S
1,471,408
D
$
0.0369
(3)
30,378,471
D
Class A common stock
(1)
10/27/2023
S
1,817,688
D
$
0.0342
(4)
28,560,783
D
Class A common stock
(1)
10/30/2023
S
1,919,122
D
$
0.0354
(5)
26,641,661
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 (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
Explanation of Responses:
1. Consists of shares of Class A Common Stock, $0.0001 par value per share, held directly by GEM Global Yield LLC SCS ("GEM Investor"). GEM Global Yield Fund LLC ("GEM GP") is the general partner of GEM Investor and Christopher F. Brown is the sole beneficial owner of GEM GP. In such capacities, GEM GP and Mr. Brown may be deemed to have indirect voting and dispositive power over the shares held by GEM Investor. GEM GP and Mr. Brown each disclaim beneficial ownership of the shares held by GEM Investor, except to the extent, if any, that they have a pecuniary interest in such shares.
2. The transactions referenced herein provide for various per share prices ranging from $0.035 to $0.036. GEM Investor undertakes to provide to the Staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased or sold at each separate price.
3. The transactions referenced herein provide for various per share prices ranging from $0.036 to $0.038. GEM Investor undertakes to provide to the Staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased or sold at each separate price.
4. The transactions referenced herein provide for various per share prices ranging from $0.034 to $0.035. GEM Investor undertakes to provide to the Staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased or sold at each separate price.
5. The transactions referenced herein provide for various per share prices ranging from $0.0345 to $0.0362. GEM Investor undertakes to provide to the Staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased or sold at each separate price.
GEM Global Yield LLC SCS By: /s/ Christopher F. Brown Title: Manager
10/30/2023
** 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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