Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Nikola Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
654110105
(CUSIP Number)
Sehwan Park
Green Nikola Holdings LLC
200 Westlake Park Blvd., Suite 1010
Houston, TX 77079
Houston, TX 77079
201-347-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 28, 2021
(Date of Event which Requires Filing of this Statement)
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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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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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*
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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.
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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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CUSIP No.: 654110105
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Page 1
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1
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NAMES OF REPORTING PERSONS
Green Nikola Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
19,227,033
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
19,227,033
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,227,033
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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* All percentages of Common Stock (as defined below) outstanding contained herein are based on 395,278,689 shares
of Common Stock outstanding as of June 15, 2021.
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CUSIP No.: 654110105
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Page 2
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1
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NAMES OF REPORTING PERSONS
Hanwha General Chemical USA Corp
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
19,227,033
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
19,227,033
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,227,033
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, HC
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CUSIP No.: 654110105
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Page 3
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1
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NAMES OF REPORTING PERSONS
Hanwha Energy USA Holdings Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
19,227,033
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
19,227,033
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,227,033
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, HC
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EXPLANATORY NOTE
This Amendment No. 2 (this “Amendment”) amends the initial Schedule 13D filed jointly by Green Nikola Holdings LLC, a Delaware limited
liability company (“GNH”), Hanwha General Chemical USA Corp, a Delaware corporation (“Hanwha General”) and Hanwha Energy USA Holdings Corp., a Delaware corporation (“Hanwha Energy”) on June 17, 2020, as amended by Amendment No. 1 filed on March 17,
2021, and relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Nikola Corporation, a Delaware corporation (the “Issuer”). GNH, Hanwha General and Hanwha Energy are collectively
referred to herein as the “Reporting Persons.” Disclosure items set forth in the Schedule 13D (as amended, the “Schedule 13D”) shall remain in effect, except to the extent expressly amended or superseded by this Amendment. All capitalized terms used
and not expressly defined herein have the respective meanings ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety by the following:
(a) – (c), (f) This Schedule 13D is filed jointly by GNH, Hanwha General and Hanwha Energy. Hanwha General and Hanwha Energy are the only two
members of GNH, and the managing member of GNH is Hanwha General.
The address of the principal business and principal office of each of GNH and Hanwha General is 200 Westlake Park Blvd., Suite 1010, Houston,
TX 77079. The address of the principal business and principal office of Hanwha Energy is 300 Spectrum Center Drive, Suite 1020, Irvine, CA 92618. The principal business of each of GNH and Hanwha General is investment and management of investments.
The primary business of Hanwha Energy is the development of solar facilities.
Set forth on Annex A attached hereto is a listing of the directors and executive officers of each of the Reporting Persons (collectively, the
“Covered Persons”), and the business address and present principal occupation or employment of each of the Covered Persons, and is incorporated herein by reference. Except as otherwise designated in Annex A, each of the Covered Persons is a citizen
of the United States of America.
(d) – (e) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers or members has,
during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, none of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers or
members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety by the following:
The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
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(a) and (b)
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Amount Beneficially Owned: See Item 11 of each of the cover pages.
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Percent of Class: See Item 13 of each of the cover pages.
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Number of Shares as to which such person has:
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Sole power to vote or direct the vote: See Item 7 of each of the cover pages.
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Shared power to vote or direct the vote: See Item 8 of each of the cover pages.
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Sole power to dispose or direct the disposition: See Item 9 of each of the cover pages.
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Shared power to dispose or direct the disposition: See Item 10 of each of the cover pages.
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All percentages of Common Stock outstanding contained herein are based on 395,278,689 shares of Common Stock outstanding as of June 15, 2021,
as disclosed in the Issuer’s Registration Statement on Form S-1, filed on June 21, 2021.
(c) The following table sets forth the sales by the Reporting Persons pursuant to the previously disclosed Plan, totaling 2,903,352 shares of Common Stock, all on
the open market:
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Date of Transaction
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Quantity of
Common Stock(1) |
Price per Share(2)
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Range of Prices per Share(1)
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6/28/2021
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793,793
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$18.99
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$18.29 - $19.28
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6/28/2021
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81,752
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$19.34
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$19.29 - $19.43
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6/25/2021
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1,096,739
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$18.22
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$18.10 - $18.62
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6/23/2021
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780,441
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$18.29
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$18.10 - $18.69
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6/9/2021
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150,627
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$18.31
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$18.10 - $18.78
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(1) The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information
regarding the number of shares of Common Stock sold at each separate price within such range.
(2) Represents the weighted average price for shares of Common Stock sold in multiple transactions.
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons and described in this Item 5.
(e) The Reporting Persons ceased to be beneficial owners of more than five percent of the Common
Stock on June 28, 2021.
5
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the
information set forth in this statement is true, complete and correct.
Date: June 29, 2021
GREEN NIKOLA HOLDINGS LLC
By: Hanwha General Chemical USA Corp, its managing member
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/s/ Sehwan Park
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Sehwan Park, President
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HANWHA GENERAL CHEMICAL USA CORP
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/s/ Sehwan Park
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Sehwan Park, President
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HANWHA ENERGY USA HOLDINGS CORP.
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/s/ Henry Yun
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Henry Yun, President and CEO
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ANNEX A
Executive Officers and Directors of Green Nikola Holdings LLC
Business Address: c/o Green Nikola Holdings LLC, 200 Westlake Park Blvd., Suite 1010, Houston, TX 77079.
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Name:
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Principal Occupation:
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Hanwha General Chemical USA Corp
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Managing Member of Green Nikola Holdings LLC
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Executive Officers and Directors of Hanwha General Chemical USA Corp
Business Address: c/o Green Nikola Holdings LLC, 200 Westlake Park Blvd., Suite 1010, Houston, TX 77079.
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Name:
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Principal Occupation:
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Sehwan Park (citizen of South Korea)
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President
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Haeyoung Lee (citizen of South Korea)
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Director / Secretary / Treasurer
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Executive Officers and Directors of Hanwha Energy USA Holdings Corp.
Business Address: c/o Hanwha Energy USA Holdings Corp., 300 Spectrum Center Drive, Suite 1020, Irvine, CA 92618.
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Name:
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Principal Occupation:
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Henry Yun
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Director / President and Chief Executive Officer
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| Carolyn Byun |
Secretary | |
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Hyo Jin Jeon (citizen of South Korea)
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Chief Financial Officer
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| Dongjo Kim (citizen of South Korea) |
Treasurer |