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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| General Motors Holdings LLC |
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2. Issuer Name and Ticker or Trading Symbol
Wejo Group Ltd [WEJO]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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300 RENAISSANCE CENTER |
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2022 |
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DETROIT, MI 48265 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Secured Convertible Note |
$0.8032 | 12/16/2022 |
| P |
| 10,000,000 (1) |
| 12/16/2022 | 12/16/2023 (2) | Common Shares | (3) (5) | (1) | 10,000,000 | D (6) |
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| Warrant (right to buy) |
$0.7511 | 12/16/2022 |
| P |
| 1 (1) |
| 12/16/2022 | 12/16/2025 | Common Shares | (4) (5) | (1) | 1 | D (6) |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
General Motors Holdings LLC
300 RENAISSANCE CENTER
DETROIT, MI 48265 |
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X
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General Motors Co
300 RENAISSANCE CENTER
DETROIT, MI 48265 |
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X
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Signatures
| GENERAL MOTORS HOLDINGS LLC, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Secretary | |
12/20/2022 |
| **Signature of Reporting Person | Date |
| GENERAL MOTORS COMPANY, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Corporate Secretary | |
12/20/2022 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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