Nxu Form 4 / Jessica Billingsley ownership change

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^*

Billingsley Jessica

(Last)

(First)

(Middle)

C/O NXU, INC.

1828 N HIGLEY RD., SUITE 116

(Street)

MESA

85205

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nxu, Inc. [ NXU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2024

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)
Class A Common Stock	10/23/2024		A		205,943⁽¹⁾	A	⁽²⁾	207,239⁽³⁾	D
Class A Common Stock	10/23/2024		A		591,715⁽⁴⁾	A	⁽²⁾	798,954	D
Class A Common Stock	11/25/2024		S		14,455	D	$0.2622	784,499	D

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)

Explanation of Responses:

1. The reporting person was granted 205,943 restricted stock units (RSUs) for services rendered as a director of the Issuer for the first and second calendar quarters of 2024 under the Board of Directors Agreement, dated 10/23/24 (Agreement). The number of RSUs granted was calculated by dividing $70,000 by the closing share price on August 14, 2024, which was $0.3399. The RSUs will be delivered in installments in such amounts as the Issuer determines may be delivered without jeopardizing its ability to continue as a going concern. Such RSUs will be delivered until the earlier of the date all the RSUs have been delivered or the date that is no later than 5 business days prior to the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of 10/23/24 (Merger Agreement), among the Issuer, Verde Bioresins, Inc., NXU Merger Sub, Inc. and NXU Merger Sub, LLC. Any RSUs that have not been delivered as of such earlier date will be forfeited for no consideration.

2. Each RSU represents a contingent right to receive one share of Class A common stock of the Issuer.

3. Effective on December 27, 2023, the Issuer effected a 1-for-150 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 has been adjusted to reflect the Reverse Stock Split.

4. Pursuant to the Agreement, the reporting person was granted 591,715 RSUs under the Nxu, Inc. Amended and Restated 2023 Omnibus Incentive Plan. Such RSUs will vest as follows: (1) 147,928 RSUs were consideration for services rendered for the quarter ending September 30, 2024 and were immediately vested, and (2) the remaining RSUs vest ratably at the end of each calendar quarter from December 31, 2024 until June 30, 2025, provided that the reporting person continues to serve on the Issuer's Board of Directors of on the applicable vesting date, and provided further that vesting of such RSUs will cease upon the closing of the transaction contemplated under the Merger Agreement.

	/s/ Jessica Billingsley	12/10/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Nxu (NXU) Form 4Nxu / Jessica Billingsley ownership change