InterPrivate Acquisition Management Form 4 Aeva / Ahmed M Fattouh 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^*

Fattouh Ahmed M

(Last)

(First)

(Middle)

C/O INTERPRIVATE ACQUISITION CORP.

1350 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aeva Technologies, Inc. [ AEVA ]

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)
03/12/2021

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

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

	Form filed by One Reporting Person
X	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)
Common Stock	03/12/2021		C⁽¹⁾		150,000	A	⁽¹⁾	150,000	I	By InterPrivate MII LLC⁽²⁾
Common Stock	03/25/2021		J⁽³⁾		150,000	D	⁽³⁾	0	I	By InterPrivate MII LLC⁽²⁾
Common Stock	03/25/2021		J⁽³⁾		6,538,581⁽⁴⁾	D	⁽³⁾	0	I	By InterPrivate Acquisition Management LLC⁽⁵⁾

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)
Convertible Note	⁽⁶⁾	03/12/2021		A⁽⁷⁾		$1,500,000		⁽⁶⁾	⁽⁶⁾	Common Stock and Warrants	225,000	⁽⁶⁾	$1,500,000	I	By InterPrivate MII LLC⁽²⁾
Convertible Note	⁽⁶⁾	03/12/2021		C			$1,500,000	⁽⁶⁾	⁽⁶⁾	Common Stock and Warrants	225,000	⁽⁶⁾	0	I	By InterPrivate MII LLC⁽²⁾
Warrant	$11.5	03/12/2021		C⁽¹⁾		75,000		04/11/2021	03/12/2026	Common Stock	75,000	⁽¹⁾	75,000	I	By InterPrivate MII LLC⁽²⁾
Warrant	$11.5	03/24/2021		J⁽³⁾			75,000	04/11/2021	03/12/2026	Common Stock	75,000	⁽³⁾	0	I	By InterPrivate MII LLC⁽²⁾
Warrant	$11.5	03/25/2021		J⁽³⁾			250,540⁽⁴⁾	04/11/2021	03/12/2026	Common Stock	250,540⁽⁴⁾	⁽³⁾	0	I	By InterPrivate Acquisition Management LLC⁽⁵⁾

1. Name and Address of Reporting Person^*

Fattouh Ahmed M

(Last)

(First)

(Middle)

C/O INTERPRIVATE ACQUISITION CORP.

1350 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

InterPrivate Acquisition Management LLC

(Last)

(First)

(Middle)

C/O INTERPRIVATE LLC

1350 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents an exempt acquisition of shares of common stock and warrants that were issued upon conversion of the Note (defined below) held by IPV MII (defined below). The Note matured and became convertible upon the consummation of the Issuer's initial business combination. The Note was convertible into units of the Issuer, each comprised of one share of common stock and one-half of one warrant to purchase shares of common stock of the Issuer, at a price of $10.00 per unit, which units were separated into their component securities upon the consummation of the Issuer's initial business combination on March 12, 2021.

2. The reported securities are owned directly by InterPrivate MII LLC ("IPV MII"). InterPrivate Capital LLC is the sole manager of IPV MII and a wholly-owned subsidiary of InterPrivate LLC, an entity whose beneficially owned Issuer securities Mr. Fattouh formerly had voting and dispositive power over. Mr. Fattouh disclaims beneficial ownership of the securities held by IPV MII except to the extent of his pecuniary interest therein.

3. As a result of a change in the management structure of InterPrivate Capital LLC, Mr. Fattouh no longer has voting or dispositive power over the securities beneficially owned by InterPrivate Capital LLC and, therefore, Mr. Fattouh no longer has beneficial ownership of the securities held by InterPrivate Acquisition Management LLC (the "Sponsor") or IPV MII. The reported transaction was not as a result of any purchase, sale or actual transfer of Issuer securities or indirect value from such securities by Mr. Fattouh, the Sponsor or IPV MII, and the pecuniary interest of Mr. Fattouh in the securities of the Issuer did not change as a result of the reported transaction..

4. Includes 51,081 shares of common stock and 25,540 warrants underlying 51,081 units the Sponsor purchased when the underwriters in the Issuer's initial public offering exercised their overallotment option in full.

5. InterPrivate Capital LLC is the sole manager of the Sponsor and a wholly-owned subsidiary of InterPrivate LLC, an entity whose beneficially owned Issuer securities Mr. Fattouh formerly had voting and dispositive power over. Mr. Fattouh disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein.

6. Represents a non-interest bearing convertible promissory note (the "Note") issued by the Issuer to IPV MII in consideration for loans made to the Issuer by IPV MII in the aggregate amount of $1,500,000. The Note matured and became convertible upon the consummation of the Issuer's initial business combination. The Note was convertible into units of the Issuer, each comprised of one share of common stock and one-half of one warrant to purchase shares of common stock of the Issuer, at a price of $10.00 per unit, which units were separated into their component securities upon the consummation of the Issuer's initial business combination on March 12, 2021.

7. Represents an exempt acquisition by IPV MII of the Note, which became convertible upon the consummation of the Issuer's initial business combination.

Remarks:

Effective upon the closing of the Issuer's business combination on March 12, 2021, the Sponsor's (InterPrivate Acquisition Management LLC) beneficial ownership of Issuer securities fell below 10% of the outstanding shares of the Issuer's registered class of equity securities. As a result, the Sponsor is no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer and therefore will no longer report any such transactions on Form 4 or Form 5.

	/s/ Ahmed M. Fattouh	03/29/2021
	/s/ InterPrivate Capital LLC, by Ahmed Fattouh, Managing Member of InterPrivate LLC, the Manager of InterPrivate Capital LLC	03/29/2021
	** 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.
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InterPrivate Acquisition Management Form 4Aeva / Ahmed M Fattouh ownership change