Sec Form 4 Filing - Sant Matthew @ Romeo Power, Inc. - 2022-02-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sant Matthew 2. Issuer Name and Ticker or Trading Symbol Romeo Power, Inc. [ RMO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel and Secretary (Last) (First) (Middle) C/O ROMEO POWER, INC., 4380 AYERS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2022 (Street) VERNON, CA90058 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 1 ) 02/18/2022 A 487,805 ( 2 ) ( 2 ) Common Stock 487,805 $ 0 487,805 D Restricted Stock Units ( 1 ) 02/18/2022 A 46,995 ( 3 ) ( 3 ) Common Stock 46,995 $ 0 46,995 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sant Matthew C/O ROMEO POWER, INC. 4380 AYERS AVENUE VERNON, CA90058 General Counsel and Secretary Signatures /s/ Matthew Sant 02/22/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of common stock. ( 2 )The restricted stock units vest over a two year period with 50% of the underlying shares vesting on each anniversary following the vesting commencement date, subject to continued employment. The vesting commencement date is February 18, 2022. ( 3 )The restricted stock units vest as to 1/3 of the underlying shares on the first anniversary of the vesting commencement date and as to 1/12th of the remainder of the underlying shares in eight quarterly installments thereafter. The vesting commencement date is is February 18, 2022.

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.
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