Sec Form 13D Filing - M&M Residual LLC filing for Nikola Corp (NKLA) - 2021-08-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Nikola Corporation

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(Name of Issuer)

Common Stock, $0.0001 par value per share

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(Title of Class of Securities)

654110105

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(CUSIP Number)

Kimberly Petillo-Décossard

Cahill Gordon & Reindel LLP

32 Old Slip

New York, NY 10005

(212) 701-3000

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 12, 2021

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(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

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*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	M&M Residual, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
	(see instructions)		(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Nevada, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		63,361,144
	8	SHARED VOTING POWER
		0
	9	SOLE DISPOSITIVE POWER
		63,361,144
	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	63,361,144
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	15.9%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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(1)	Calculation of the percentage of the shares of Common Stock beneficially owned assumes 398,253,825 shares of Common Stock outstanding as of July 29, 2021, based on information included in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2021.

1	NAMES OF REPORTING PERSONS
	Trevor R. Milton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)	☐
	(see instructions)		(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		63,361,144
	8	SHARED VOTING POWER
		39,876,497 (See Item 5 of this Schedule 13D)
	9	SOLE DISPOSITIVE POWER
		63,361,144
	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	103,237,641
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☒
	(2)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	25.9%(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(2)	Excludes 1,250,000 shares of Common Stock owned by the Reporting Person’s spouse (see Item 5 below).

(3)	Calculation of the percentage of the shares of Common Stock beneficially owned assumes 398,253,825 shares of Common Stock outstanding as of July 29, 2021, based on information included in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2021.

This Amendment No. 2 is being filed by Trevor R. Milton and M&M Residual, LLC (“M&M”) and amends, supplements and, to the extent inconsistent with, supersedes, the Schedule 13D filed jointly by Mr. Milton, M&M, T&M Residual, LLC (“T&M”) and Mark A. Russell on June 15, 2020, as amended by the Amendment No. 1 to the Schedule 13D filed by Mr. Milton and M&M on May 14, 2021 (the “Schedule 13D”).  This Amendment No. 2 is being filed solely by Mr. Milton and M&M and does not amend, supplement or supersede the Schedule 13D with respect to the Reporting Persons other than Mr. Milton and M&M.  Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.  Capitalized terms in this Amendment No. 2 have the meanings assigned to them in the Schedule 13D.

The information contained in Item 5(a), (b) and (c) of the Schedule 13D is amended and supplemented by the following:

Calculations of the percentage of the shares of Common Stock beneficially owned in this Amendment No. 2 assume 398,253,825 shares of Common Stock outstanding as of July 29, 2021, based on information included in the Issuer’s Quarterly Report on Form 10-Q filed on August 3, 2021.

M&M beneficially owns 63,361,144 shares of Common Stock, representing 15.9% of the outstanding shares of Common Stock, T&M owns 39,876,497 of Common Stock, representing 10.0% of the outstanding shares of Common Stock, and Mr. Milton’s spouse owns 1,250,000 shares of Common Stock, representing 0.3% of the outstanding shares Common Stock. As a result, Mr. Milton may be deemed to be the beneficial owner of 104,487,641 shares of Common Stock, representing 26.2% of the outstanding shares of Common Stock.

Each of Mr. Milton and M&M expressly disclaims beneficial ownership of all of the shares of Common Stock included in the Schedule 13D, other than the shares of Common Stock held of record by such Reporting Person, and the filing of this Amendment No. 2 shall not be construed as an admission that any such person is, for the purposes of sections 13(d) or 13(g) of the Act the beneficial owner of any securities covered by the Schedule 13D.

In addition, on July 23, 2021, Mr. Milton transferred 600,000 shares and M&M transferred 1,150,000 shares of Common Stock to Mr. Milton’s spouse by gift. On August 6, 2021, Mr. Milton’s spouse sold 500,000 shares of Common Stock in open market transactions at prices ranging from $10.00 to $10.32 and a weighted-average price of $10.18 per share. The transactions were previously reported on the Form 4 filed by M&M and Mr. Milton on August 6, 2021.

Except as set forth in this Schedule 13D, none of Mr. Milton or M&M has engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing of this Schedule 13D.

The information contained in Item 6 of the Schedule 13D is amended and supplemented by the following:

Founder Stock Option Plan

As of August 12, 2021, the remaining, unexercised Performance Awards were exercisable for a total of 2,206,797 shares of Common Stock owned by M&M.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

Dated: August 20, 2021

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