Wejo Files Form 4 Finalizing Previously Disclosed Equity Grant to CEO
20 July 2022 - 6:30AM
Business Wire
Wejo Group Limited (NASDAQ: WEJO) today filed a Form 4 with the
Securities and Exchange Commission (the "SEC") to disclose the
finalization of a grant to its CEO and Founder, Richard Barlow, of
an award (the “Equity Grant”) representing 5% of the total shares
outstanding as of the close of the business combination among Wejo
Group Limited and Virtuoso Acquisition Corp. on November 18, 2021
(the "Business Combination Closing").
The Equity Grant is comprised of a (i) restricted stock unit
(“RSU”) award that vests if the trading price for the common shares
of the Company equals or exceeds $50.00 per share on any 20 trading
days during a 30-day trading period (the “Price Target”) over the
ten-year period subsequent to the Business Combination Closing, and
(ii) conversion right of an equal number of ordinary shares of Wejo
Limited (for which Mr. Barlow has subscribed) into shares of Wejo
Group Limited if the price target is achieved in the five-year
period subsequent to the Business Combination Closing, in which
case the RSU award would lapse, and, in each case subject to
certain acceleration triggers.
The Equity Grant was previously disclosed in connection with the
Business Combination Closing and is made pursuant to the Company's
previously approved equity plan. The Equity Grant has no impact on
the Company's common shares outstanding and, since the Equity Grant
will be satisfied from the Company’s previously approved equity
plan, nor does it create any incremental dilution to existing
shareholders of the Company. The Equity Grant was previously
disclosed in the Company's Form S-4/A, which was filed with the SEC
on October 18, 2021, and Form 8-K, which was filed with the SEC on
November 24, 2021. Since that time, the Company evaluated certain
considerations in connection with the Equity Grant, which delayed
the timing of the grant.
Despite the decline in the price of the Company's common shares,
the Company has not modified the $50 price target threshold
required for the vesting of the Equity Grant, demonstrating
continued confidence in Wejo.
About Wejo
Wejo Group Limited is a global leader in cloud and software
analytics for connected, electric, and autonomous vehicles,
revolutionizing the way we live, work and travel by transforming
and interpreting historic and real-time vehicle data. Wejo enables
Smart Mobility for GoodTM smarter mobility by organizing trillions
of data points collected from approximately 19 million vehicles and
79 billion journeys to date, across multiple brands, makes and
models, and then standardizing and enhancing those streams of data
on a vast scale. Wejo partners with ethical, like-minded companies
and organizations to turn that data into insights that unlock value
for consumers. With the most comprehensive and trusted data,
information and intelligence, Wejo is creating a smarter, safer,
more sustainable world for all. Founded in 2014, Wejo employs
approximately 300 people and has offices in Manchester, UK and in
regions where Wejo does business around the world. For more
information, visit: www.wejo.com or connect with us on LinkedIn,
Twitter, and Instagram.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact contained in this release,
including statements regarding the Wejo Group Limited’s (together
with its direct and indirect subsidiaries, the “Company”) future
operating results and financial position, business strategy and
plans, objectives of management for future operations are
forward-looking statements. These statements are based on the
Company’s current expectations, assumptions, estimates and
projections. These statements involve known and unknown risks,
uncertainties and other important factors that may cause the
Company’s actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Forward-looking statements are based on management’s
current expectations and assumptions regarding the Company’s
business, the economy and other future conditions.
Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and
similar expressions (or the negative versions of such words or
expressions) are intended to identify such forward-looking
statements. Forward-looking statements are predictions, projections
and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including, without limitation, those factors described in
the Company’s filings with the Securities and Exchange Commission
(SEC).
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Factors that may cause
such differences include, but are not limited to: the size, demands
and growth potential of the markets for the Company’s products and
services and the Company’s ability to serve those markets; the
degree of market acceptance and adoption of the Company’s products
and services; the Company’s ability to develop innovative products
and services and compete with other companies engaged in the
automotive technology industry; the Company’s ability to attract
and retain customers; the Company’s ability to raise financing in
the future; the Company’s success in retaining or recruiting
officers, key employees or directors; the impact of the regulatory
environment and complexities with compliance related to such
environment, including compliance with restrictions imposed by
federal law and data/privacy law in “internet of things” milieu;
factors relating to the business, operations and financial
performance of the Company and its subsidiaries; and the Company’s
ability to maintain effective internal control over financial
reporting and disclosure controls and procedures. The foregoing
list of factors is not exclusive. Additional information concerning
certain of these and other risk factors is contained in the
Company’s most recent filings with the SEC. All readers are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company
expressly disclaims any obligations or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in their expectations with
respect thereto or any change in events, conditions, or
circumstances on which any statement is based, except as required
by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220719006093/en/
Investors: Tahmin Clarke, Wejo
investor.relations@wejo.com
Media: Ben Hohmann, Wejo Ben.Hohmann@Wejo.com
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