SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

El Srouji Abdul Kader

(Last)

(First)

(Middle)

C/O ROMEO POWER, INC.

4380 AYERS AVENUE

(Street)

VERNON

90058

(City)

(State)

(Zip)

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)
Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.56	12/29/2020		A		42,984		⁽²⁾⁽¹⁰⁾	10/29/2029	Common stock, par value $0.0001 per share ("Common Stock")	42,984	⁽¹⁾⁽²⁾	42,984	D
Stock Option (right to buy)	$1.56	12/29/2020		A		249,168		⁽³⁾⁽¹⁰⁾	10/29/2029	Common Stock	249,168	⁽¹⁾⁽³⁾	249,168	D
Stock Option (right to buy)	$1.56	12/29/2020		A		128,137		⁽⁴⁾⁽¹⁰⁾	03/25/2030	Common Stock	128,137	⁽¹⁾⁽⁴⁾	128,137	D
Stock Option (right to buy)	$1.56	12/29/2020		A		310,091		⁽⁵⁾⁽¹⁰⁾	03/25/2030	Common Stock	310,091	⁽¹⁾⁽⁵⁾	310,091	D
Stock Option (right to buy)	$4.09	12/29/2020		A		10,820		⁽⁶⁾⁽¹⁰⁾	11/15/2028	Common Stock	10,820	⁽¹⁾⁽⁶⁾	10,820	D
Stock Option (right to buy)	$4.09	12/29/2020		A		13,526		⁽⁷⁾⁽¹⁰⁾	11/15/2028	Common Stock	13,526	⁽¹⁾⁽⁷⁾	13,526	D
Stock Option (right to buy)	$4.09	12/29/2020		A		46,065		⁽⁸⁾⁽¹⁰⁾	08/24/2027	Common Stock	46,065	⁽¹⁾⁽⁸⁾	46,065	D
Stock Option (right to buy)	$4.09	12/29/2020		A		2,627		⁽⁹⁾⁽¹⁰⁾	08/24/2027	Common Stock	2,627	⁽¹⁾⁽⁹⁾	2,627	D

Explanation of Responses:

1. Received pursuant to the Agreement and Plan of Merger, dated as of October 5, 2020, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of November 18, 2020 (as amended, the "Merger Agreement"), by and among Romeo Power, Inc. (f/k/a RMG Acquisition Corp.) (the "Issuer"), RMG Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Romeo Systems, Inc. ("Legacy Romeo"), pursuant to which Merger Sub merged with and into Legacy Romeo, with Legacy Romeo surviving the merger (the "Merger"). As a result, Legacy Romeo became a wholly-owned subsidiary of the Issuer, with the stockholders of Legacy Romeo becoming stockholders of the Issuer.

2. This option is fully vested and exercisable. This option was received in the Merger in exchange for an option to purchase 353,107 shares of Class A common stock of Legacy Romeo.

3. This option is fully vested and exercisable. This option was received in the Merger in exchange for an option to purchase 2,046,893 shares of Class A common stock of Legacy Romeo.

4. 64,068 shares of this option have vested and are exercisable. This option was received in the Merger in exchange for an option to purchase 1,052,630 shares of Class A common stock of Legacy Romeo.

5. 155,046 shares of this option have vested and are exercisable. This option was received in the Merger in exchange for an option to purchase 2,547,370 shares of Class A common stock of Legacy Romeo.

6. This option is fully vested and exercisable. This option was received in the Merger in exchange for an option to purchase 88,889 shares of Class A common stock of Legacy Romeo.

7. This option is fully vested and exercisable. This option was received in the Merger in exchange for an option to purchase 111,111 shares of Class A common stock of Legacy Romeo.

8. This option is fully vested and exercisable. This option was received in the Merger in exchange for an option to purchase 378,416 shares of Class A common stock of Legacy Romeo.

9. This option is fully vested and exercisable. This option was received in the Merger in exchange for an option to purchase 21,584 shares of Class A common stock of Legacy Romeo.

10. One-third of these options vest on the first year anniversary of the grant date, and 1/36th of these options vest monthly thereafter.

	/s/ Abdul Kader El Srouji	12/31/2020
	** Signature of Reporting Person	Date
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).
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SEC Form 4 filed