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General Motors Co., et al. – ‘4’ for 12/16/22 re: Wejo Group Ltd.

On:  Tuesday, 12/20/22, at 6:41pm ET   ·   For:  12/16/22   ·   As:  10% Owner   ·   Accession #:  899243-22-39132   ·   File #:  1-41091

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/20/22  General Motors Co.                4          10% Owner   1:11K  Wejo Group Ltd.                   Donnelley Fin’l S… 06/FA
          General Motors Holdings LLC

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML     11K


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Form 4 Submission
 
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
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*
General Motors Holdings LLC
(Last)(First)(Middle)
300 RENAISSANCE CENTER
(Street)
DETROITMI48265
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Wejo Group Ltd [ WEJO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/16/22
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
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Secured Convertible Note$0.8032 12/16/22P 10,000,000 (1) 12/16/22 12/16/23 (2)Common Shares (3) (5) (1)10,000,000D (6)
Warrant (right to buy)$0.7511 12/16/22P 1 (1) 12/16/22 12/16/25Common Shares (4) (5) (1)1D (6)
1. Name and Address of Reporting Person*
General Motors Holdings LLC
(Last)(First)(Middle)
300 RENAISSANCE CENTER
(Street)
DETROITMI48265
(City)(State)(Zip)
1. Name and Address of Reporting Person*
General Motors Co
(Last)(First)(Middle)
300 RENAISSANCE CENTER
(Street)
DETROITMI48265
(City)(State)(Zip)
Explanation of Responses:
(1)  Pursuant to the Securities Purchase Agreement, dated as of December 16, 2022, by and among General Motors Holdings LLC (the "Reporting Person") and Wejo Group Limited (the "Issuer"), the Reporting Person purchased from the Issuer (i) a secured convertible note of the Issuer with an aggregate principal amount of $10,000,000 (the "Convertible Note") and (ii) a warrant (the "Warrant") to purchase up to 1,190,476 shares of the Issuer's common shares, par value $0.001 per share (the "Common Shares") for an aggregate purchase price of $9,500,000.
(2)  The Convertible Note matures on December 16, 2023 (the "Maturity Date"), provided that the Maturity Date may be automatically extended by 24 months upon the fulfillment of certain conditions described in the Convertible Note.
(3)  The Convertible Note is convertible, in whole or in part, at the option of the Reporting Person at a conversion price of $0.80323 per Common Share, subject to adjustment. The Convertible Note contains a "blocker" provision (the "Note Blocker"), which prohibits the conversion of any portion of the Convertible Note if, after giving effect to such conversion, the holder together with the other Attribution Parties (as defined in the Convertible Note) would beneficially own in excess of 19.99% of outstanding Common Shares. Due to the Note Blocker, the number of Common Shares which would be received by the Reporting Person upon conversion of the Convertible Note is indeterminate.
(4)  The Warrant is exercisable, in whole or in part, at the option of the Reporting Person at an exercise price of $0.75112 per Common Share, subject to adjustment. The Warrant contains a similar "blocker" provision (the "Warrant Blocker"), which prohibits the exercise of any portion of the Warrant if, after giving effect to such exercise, the holder together with the other Attribution Parties (as defined in the Warrant) would beneficially own in excess of 19.99% of outstanding Common Shares. Due to the Warrant Blocker, the number of Common Shares which would be received by the Reporting Person upon exercise of the Warrant is indeterminate.
(5)  As of the date of this Form 4, based on 108,593,517 Common Shares outstanding (as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 21, 2022), and 18,781,681 Common Shares owned by the Reporting Person and any Attribution Parties, the Convertible Note could be converted, and the Warrant could be exercised, for an aggregate of 3,657,246 Common Shares.
(6)  General Motors Holdings LLC ("Holdings") is the record owner of the Common Shares reported as beneficially held. Holdings is a direct, wholly owned subsidiary of General Motors Company ("GM"), and GM may be deemed to share beneficial ownership over the Common Shares directly owned by Holdings. GM disclaims beneficial ownership of any Common Shares other than to the extent it may have a pecuniary interest therein. The address of the principal business office of each of Holdings and GM is 300 Renaissance Center, Detroit, MI, 48265.
Remarks:
GENERAL MOTORS HOLDINGS LLC, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Secretary 12/20/22
GENERAL MOTORS COMPANY, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Corporate Secretary 12/20/22
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    P    Open market or private purchase of non-derivative or derivative security.

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