Form 4: Nu Ride Inc. Former CFO Adam B. Kroll Reports Changes in Beneficial Ownership After Company Emerges from Chapter 11
SEC Form 4
Adam B. Kroll, former CFO of Nu Ride Inc. (formerly Lordstown Motors Corp.), reports changes in beneficial ownership following the company's emergence from Chapter 11 bankruptcy on March 14, 2024.
Summary
- Adam B. Kroll, the former Chief Financial Officer of Nu Ride Inc., filed a Form 4 on March 18, 2024, reporting changes in beneficial ownership of the company's Class A common stock.
- The transactions occurred on March 14, 2024, coinciding with the effective date of Nu Ride Inc.'s emergence from Chapter 11 bankruptcy.
- The reported transactions include the conversion of restricted stock units (RSUs) and performance stock units (PSUs) into Class A common stock.
- Shares were also withheld by the issuer to satisfy tax obligations related to the settlement of RSUs and PSUs.
- Kroll was granted 6,000 PSUs on August 15, 2022, which vested upon the satisfaction of certain performance criteria, with accelerated vesting due to his termination of employment.
- Vesting and settlement of awards that would occur after the Effective Date was accelerated in connection with the reporting person's termination of employment pursuant to the reporting person's severance agreement with the Issuer.
- The company, formerly known as Lordstown Motors Corp., emerged from Chapter 11 bankruptcy after the confirmation of its Third Modified First Amended Joint Chapter 11 Plan on March 5, 2024.
Sentiment
Score: 5
Explanation: The sentiment is neutral as it primarily reports transactions related to the company's emergence from bankruptcy and a change in executive compensation. While the bankruptcy itself is negative, the emergence and subsequent transactions are procedural.
Risks
- The company's recent emergence from Chapter 11 bankruptcy indicates a period of financial distress and restructuring.
- The accelerated vesting of stock awards due to the former CFO's termination may indicate internal challenges or strategic shifts within the company.
Future Outlook
The document does not contain any specific forward-looking statements or guidance.
Industry Context
This announcement reflects the final stages of Lordstown Motors' restructuring process following its Chapter 11 bankruptcy filing, a situation that is not uncommon for companies facing financial difficulties in the automotive or technology sectors. The name change to Nu Ride Inc. signals a fresh start for the company.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| FORMER CHIEF FINANCIAL OFFICER | Adam B Kroll | 2024-03-14 | termination of employment pursuant to the reporting person's severance agreement with the Issuer |
Legal Proceedings
- Lordstown Motors Corp., along with its subsidiaries, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code.
Stakeholder Impact
- Shareholders may experience changes in the value of their holdings due to the restructuring and emergence from bankruptcy.
- Employees may have been affected by the company's restructuring, including potential job losses or changes in compensation.
- Creditors were impacted by the Chapter 11 proceedings and the terms of the reorganization plan.
Key Dates
| Date | Description |
|---|---|
| 2021-10-13 | Reporting person was granted 16,666 RSUs, vesting in three equal annual installments beginning on October 13, 2022. |
| 2022-08-15 | Reporting person was granted 6,000 performance stock units (PSUs) and 18,000 RSUs, vesting in three equal annual installments beginning on August 15, 2023. |
| 2023-06-27 | Lordstown Motors Corp. filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. |
| 2024-03-05 | The Bankruptcy Court entered an order confirming the Third Modified First Amended Joint Chapter 11 Plan of Lordstown Motors Corp. |
| 2024-03-14 | The Plan was consummated and became effective, and the Debtors emerged from the Chapter 11 Cases with the Company changing its name to Nu Ride Inc. |
| 2024-03-18 | Date of Form 4 filing. |
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