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Filing Details

Accession Number:: 0001104659-20-118292
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-10-26 20:33:22
Reporting Period:: 2020-10-22

Accepted Time:: 2020-10-26 20:33:22
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1759546	Lordstown Motors Corp.	RIDE	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1139257	T David Hamamoto	C/O Lordstown Motors Corp. 2300 Hallock Young Road Lordstown OH 44481		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2020-10-22	1,000,000	$16.38	0	No	4	S	Direct
Class A Common Stock	Acquisiton	2020-10-23	2,402,739	$0.00	2,402,739	No	4	M	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	M	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2020-10-23	2,402,739	$0.00	2,402,739	$0.00
Class A Common Stock	Warrant (Right to Buy)	Acquisiton	2020-10-23	1,826,396	$0.00	1,826,396	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	M	Indirect
1,826,396	2020-11-22	2025-10-23	No	4	J	Indirect

Footnotes

The Reporting Person sold these shares of Class A Common Stock to trusts established for the benefit of family members of the Reporting Person in estate planning transactions.
In connection with the closing of the business combination between DiamondPeak Holdings Corp. ("DiamondPeak"), DPL Merger Sub Corp. and Lordstown Motors Corp. on October 23, 2020 (the "Business Combination"), all shares of DiamondPeak's Class B Common Stock automatically converted into shares of Class A Common Stock on a one-for-one basis. Upon consummation of the Business Combination, DiamondPeak changed its name to Lordstown Motors Corp.
On October 23, 2020, DiamondPeak Sponsor, LLC (the "Sponsor") transferred the 6,187,500 shares of Class A Common Stock and 4,460,000 warrants acquired by the Sponsor in connection with the formation of the issuer to the Sponsor's members, which further distributed those shares to the direct and indirect owners of the Sponsor, all in accordance with their respective proportionate interests in the Sponsor and the direct and indirect owners of the Sponsor. Those distributions effected a change in the form of indirect beneficial ownership of the Reporting Person without changing the Reporting Person's pecuniary interest in the shares of Class A Common Stock and warrants, as contemplated by Rule 16a-13 under the Securities Exchange Act of 1934. The exercisability of the warrants was conditioned on consummation of the Business Transaction.
(Continued from Footnote 3) Following the distributions, 800,913 shares of Class A Common Stock and 608,799 warrants were transferred to DiamondHead Partners LLC ("DiamondHead Partners") and 1,601,826 shares of Class A Common Stock and 1,217,597 warrants were transferred to David T. Hamamoto GRAT 2019 - SPAC (the "GRAT"), which is a grantor-retained annuity trust. The Reporting Person is the sole managing member of DiamondHead Partners and the trustee and sole annuitant of the GRAT, and as a result may be deemed to beneficially own the securities of each of these entities. Mr. Hamamoto disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.