Nxu Inc. | SEC Filing

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SEC FORM 4 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^*

Wyant Sarah

(Last)

(First)

(Middle)

C/O NXU, INC.

1828 N HIGLEY RD., SUITE 116

(Street)

MESA

85205

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nxu, Inc. [ NXU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2023

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
Class A Common Stock	12/31/2023		A		940⁽¹⁾	A	⁽²⁾	109,291	D
Class A Common Stock	12/31/2023		S		343⁽³⁾	D	$2.19	108,948	D
Class A Common Stock	12/31/2023		A		334⁽⁴⁾	A	⁽²⁾	109,282	D
Class A Common Stock	12/31/2023		S		122⁽³⁾	D	$2.19	109,160	D
Class A Common Stock	12/31/2023		A		4,699⁽⁵⁾	A	⁽²⁾	113,859	D
Class A Common Stock	12/31/2023		S		1,714⁽³⁾	D	$2.19	112,145	D

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)

Explanation of Responses:

1. The Reporting Person is eligible to receive an aggregate of $10,000 of Restricted Stock Units, subject to the Reporting Person's continuous service, which vest in four equal quarterly installments, beginning on the last day of the third quarter of 2023. The number of Restricted Stock Units granted each quarter is calculated by dividing $2,500 by the closing share price on the first trading day immediately preceding the 28th day of the month prior to each vesting date. On December 31, 2023, after giving effect to the 1-to-150 stock split completed by the Company on December 26, 2023, the Reporting Person was granted 940 Restricted Stock Units, which vested on such date. The Restricted Stock Units may be settled solely by delivery of an equal number of shares of Class A Common Stock of the Issuer.

2. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Nxu, Inc.

3. Represents shares of Class A common stock sold to cover tax withholding obligations and other applicable fees in connection with the vesting of Restricting Stock Units or Performance Stock Units pursuant to mandatory "sell to cover" provisions contained in the Reporting Person's applicable Restricted Stock Unit or Performance Stock Unit grant agreement, and does not represent a discretionary sale by the Reporting Person.

4. The Reporting Person is eligible to receive an aggregate of 200,000 Restricted Stock Units, vesting in four equal monthly installments, beginning on the last day of the third quarter of 2023. On each of September 30, 2023, October 31, 2023 and November 30, 2023, the Reporting Person was granted 50,000 Restricted Stock Units, which vested on such dates. On December 31, 2023, after giving effect to the 1-to-150 stock split completed by the Company on December 26, 2023, the Reporting Person was granted 334 Restricted Stock Units, which vested on such date. The Restricted Stock Units may be settled solely by delivery of an equal number of shares of Class A Common Stock of the Issuer.

5. The Reporting Person is eligible to receive a number of Performance Stock Units with a value of up to 6.25% of the Reporting Person's total annual compensation each quarter for four quarters, subject to the Reporting Person's continuous service and certain other performance conditions, beginning on the last day of the third quarter of 2023. The number of Performance Stock Units granted is calculated by dividing the dollar value of the award by the closing share price on the first trading day immediately preceding the 28th day of the month prior to each vesting date. On December 31, 2023, after giving effect to the 1-to-150 stock split completed by the Company on December 26, 2023, the Reporting Person was granted 4,699 Performance Stock Units, which vested on such date. The Performance Stock Units may be settled solely by delivery of an equal number of shares of Class A Common Stock of the Issuer.

Remarks:

	/s/ Jordan Christensen, as attorney-in-fact for Sarah Wyant	01/09/2024
	** 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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