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Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 12/16/22 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1864448 |
| Issuer Name: Wejo Group Ltd |
| Issuer Trading Symbol: WEJO |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1497345 |
| | Owner Name: General Motors Holdings LLC |
| Reporting Owner Address: |
| | Owner Street 1: 300 RENAISSANCE CENTER |
| | Owner Street 2: |
| | Owner City: DETROIT |
| | Owner State: MI |
| | Owner ZIP Code: 48265 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1467858 |
| | Owner Name: General Motors Co |
| Reporting Owner Address: |
| | Owner Street 1: 300 RENAISSANCE CENTER |
| | Owner Street 2: |
| | Owner City: DETROIT |
| | Owner State: MI |
| | Owner ZIP Code: 48265 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Secured Convertible Note |
| | Conversion or Exercise Price: |
| | | Value: 0.8032 |
| | Transaction Date: |
| | | Value: 12/16/22 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 10,000,000 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 12/16/22 |
| | Expiration Date: |
| | | Value: 12/16/23 |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Shares |
| | | Underlying Security Shares: |
| Footnote ID: F3 |
| Footnote ID: F5 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 10,000,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F6 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Warrant (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 0.7511 |
| | Transaction Date: |
| | | Value: 12/16/22 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 12/16/22 |
| | Expiration Date: |
| | | Value: 12/16/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Shares |
| | | Underlying Security Shares: |
| Footnote ID: F4 |
| Footnote ID: F5 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F6 |
| Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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. |
| Footnote - F3: 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. |
| Footnote - F4: 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. |
| Footnote - F5: 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. |
| Footnote - F6: 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: |
| Owner Signature: |
| Signature Name: GENERAL MOTORS HOLDINGS LLC, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Secretary |
| Signature Date: 12/20/22 |
| Owner Signature: |
| Signature Name: GENERAL MOTORS COMPANY, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Corporate Secretary |
| Signature Date: 12/20/22 |
