Sec Form 13G Filing - Fisker Henrik filing for Fisker Inc. (FSRN) - 2020-11-23

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 the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Henrik Fisker

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐  Not Applicable        (b)  ☐  Not Applicable

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

      U.S.A.

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

      74,098,048 (1)(2)

  SHARED VOTING POWER

      941,518 (3)

  SOLE DISPOSITIVE POWER

      74,098,048 (1)(2)

  SHARED DISPOSITIVE POWER

      941,518 (3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      75,039,566 (1)(2)(3)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  &# xA0;   ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      26.3% (4)(5)(6)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      IN

Consists of (i) 66,177,064 shares of Class B Common Stock, and (ii) 7,920,984 shares of Class A Common Stock issuable upon the exercise of stock options exercisable within 60 days of October 29, 2020.

The Class B Common Stock will be convertible into shares of Class A Common Stock on a one-to-one basis at any time at the option of the holder upon written notice to the Issuer. In addition, the Class B Common Stock will automatically convert into shares of Class A Common Stock immediately prior to the close of business on the earliest to occur of certain events specified in the Issuer’s Second Amended and Restated Certificate of Incorporation.

Represents shares of Class A Common Stock held by HF Holdco, LLC. Mr. Fisker serves as a Member of HF Holdco, LLC and as such, has shared voting and dispositive power with respect to the shares held by HF Holdco, LLC. and may be deemed to beneficially own the shares of Common Stock held by HF Holdco, LLC.

Based on 277,258,103 shares of Common Stock of the Issuer outstanding as of October 29, 2020, as reported in the Registration Statement on Form S-1 filed by the Issuer with the Securities and Exchange Commission on November 9, 2020 (the “Form S-1”).

The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in footnote “(1)” above are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. There were 132,354,128 shares of Class B Common Stock outstanding as of October 29, 2020, as reported in the Form S-1, including the 66,177,064 shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in footnote “(1)” above. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

  NAMES OF REPORTING PERSONS

  Geeta Gupta

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐  Not Applicable        (b)  ☐  Not Applicable

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

      U.S.A.

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

      74,138,791 (1)(2)

  SHARED VOTING POWER

      941,518 (3)

  SOLE DISPOSITIVE POWER

      74,138,791 (1)(2)

  SHARED DISPOSITIVE POWER

      941,518 (3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      75,080,309 (1)(2)(3)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

      ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      26.3% (4)(5)(6)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      IN

Consists of (i) 66,177,064 shares of Class B Common Stock, and (ii) 7,961,727 shares of Class A Common Stock issuable upon the exercise of stock options exercisable within 60 days of October 29, 2020.

The Class B Common Stock will be convertible into shares of Class A Common Stock on a one-to-one basis at any time at the option of the holder upon written notice to the Issuer. In addition, the Class B Common Stock will automatically convert into shares of Class A Common Stock immediately prior to the close of business on the earliest to occur of certain events specified in the Issuer’s Second Amended and Restated Certificate of Incorporation.

Represents shares of Class A Common Stock held by HF Holdco, LLC. Dr. Gupta serves as a Member of HF Holdco, LLC and as such, has shared voting and dispositive power with respect to the shares held by HF Holdco, LLC. and may be deemed to beneficially own the shares of Common Stock held by HF Holdco, LLC.

Based on 277,258,103 shares of Common Stock of the Issuer outstanding as of October 29, 2020, as reported in the Registration Statement on Form S-1 filed by the Issuer with the Securities and Exchange Commission on November 9, 2020 (the “Form S-1”).

The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in footnote “(1)” above are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. There were 132,354,128 shares of Class B Common Stock outstanding as of October 29, 2020, as reported in the Form S-1, including the 66,177,064 shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in footnote “(1)” above. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person filing:

Address or Principal Business Office or, if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

☐ An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E);

☐ An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F);

☐ A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G);

☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

☐ A non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J).

☐ Group, in accordance with §240.13d-l(b)(l)(ii)(K).

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

/s/ Henrick Fisker

/s/ Geeta Gupta