Statement of Changes in Beneficial Ownership (4)
18 September 2021 - 9:32AM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Gabbita Sam |
2. Issuer Name and Ticker or Trading Symbol
Qell Acquisition Corp
[
QELLU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO & Director |
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(Last)
(First)
(Middle)
C/O QELL ACQUISITION CORP, 505 MONTGOMERY STREET SUITE 1100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2021 |
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(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Ordinary Shares | 9/14/2021 | | M | | 6796055 (1) | A | $0.00 | 6796055 (2) | I | See Footnote (3) |
| Class A Ordinary Shares | 9/14/2021 | | J(4) | | 6796055 | D | $0.00 | 0 | I | See Footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Class B Ordinary Shares | (1) | 9/14/2021 | 9/14/2021 | M | | | 8625000 | (1) | (1) | Class A Ordinary Shares | 8625000 | (1) | 0 | I | See Footnote (3) |
| Explanation of Responses: |
| (1) | The shares automatically converted into Class A ordinary shares per the terms outlined in the Business Combination Agreement dated as of March 30, 2021, by and among the Issuer, Lilium GmbH, Lilium B.V. and Queen Cayman Merger LLC. The Business Combination closed on September 14, 2021. |
| (2) | The total number reported in this column includes the forfeiture of 1,828,945 Class B Ordinary Shares pursuant to a Sponsor Letter Agreement. |
| (3) | These shares are held by Qell Partners II LLC ("Sponsor") of which the Reporting Person is the manager. As such, the Reporting Person has voting and investment discretion and may be deemed to have beneficial ownership with respect to the Class A ordinary Shares and the Class B ordinary shares held by Sponsor. The Reporting Person disclaims beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly |
| (4) | These shares were automatically converted into Class A ordinary shares of Lilium N.V.(Nasdaq symbol "LILM") in connection with the Business Combination that closed on September 14, 2021 |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Gabbita Sam
C/O QELL ACQUISITION CORP
505 MONTGOMERY STREET SUITE 1100
SAN FRANCISCO, CA 94111 | X |
| CFO & Director |
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Signatures
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| /s/ Barry Engle, attorney-in-fact | | 9/17/2021 |
| **Signature of Reporting Person | Date |
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