SEC FORM 4/A 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
 
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*
Hanchett Mark

(Last) (First) (Middle)
C/O NXU, INC.
1828 N. HIGLEY RD., SUITE 116

(Street)
MESA AZ 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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
09/05/2023
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)
Code V Amount (A) or (D) Price
Class A Common Stock 6,349,203 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) (2) (2) Class A Common Stock 201,389 0 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Nxu, Inc
2. On September 5, 2023, the Reporting Person filed a Form 4 which inadvertently reported the incorrect aggregate amount of Restricted Stock Units the Reporting Person is eligible to receive. This Form 4 is being filed to correct the footnote. The Reporting Person is eligible to receive an aggregate of $1,800,000 of Restricted Stock Units, which vest monthly in equal installments over thirty-six months. The number of Restricted Stock Units granted each month will be calculated by dividing $40,277.78 by the closing share price on the first trading day immediately preceding the 15th day of each month for thirty one (31) months beginning June 30, 2023 and will be calculated by dividing $110,277 by the closing share price on the first trading day immediately preceding the 15th day of each month for the final five (5) months from January 31, 2026 to May 31, 2026. On August 15, 2023, the Reporting Person was granted 201,389 Restricted Stock Units, which vested on August 31, 2023.
Remarks:
See Exhibit 24 - Power of Attorney
/s/ Jordan Christensen, as attorney-in-fact 04/19/2024
** 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.
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.

                                                             Exhibit 24

                                     POWER OF ATTORNEY

     Know all by these presents that the undersigned hereby constitutes and
appoints each of Annie Pratt and Jordan Christensen, signing singly, the
undersigned's true and lawful attorney-in-fact to:

     1.	Execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director or greater than 10% shareholder of Nxu, Inc.
("Nxu"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder;

2.	Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5,
complete and execute any amendment or amendments thereto and timely file such
form with the United States Securities and Exchange Commission and any national
quotation system, national securities exchange, stock exchange or similar
authority; and

     3.	Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of or legally required by the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is Nxu assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by Nxu, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this January 6, 2024_.

                                                /s/ Mark Hanchett
                                                --------------------------------
                                                Mark Hanchett