Semler Dakota

SEC source: 0001819493-23-000223 · wf-form4_169506762833458.xml · nonDerivative · entry 1

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · GenFleet LLC

Disclosed balance after: 168,790

F1 · kind: Gift of shares for no consideration.

F2 · ownership.nature: Shares held by GenFleet LLC. Mr. Semler may be deemed to beneficially own securities held by GenFleet, LLC by virtue of his shared control over such entities.

SEC source: 0001819493-23-000218 · wf-form4_169465389986476.xml · nonDerivative · entry 1

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,619,663

F1 · shares: Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Award. Each RSU represents a contingent right to receive one share of common stock upon settlement.

F2 · balance_after: Includes 3,310,312 unvested RSUs. Each RSU represents a contingent right to receive one share of common stock upon settlement.

SEC source: 0001819493-23-000205 · wf-form4_169204861426941.xml · nonDerivative · entry 1

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,621,277

F1 · shares: Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Award. Each RSU represents a contingent right to receive one share of common stock upon settlement.

F2 · balance_after: Includes 3,314,977 unvested RSUs. Each RSU represents a contingent right to receive one share of common stock upon settlement.

SEC source: 0001819493-23-000184 · wf-form4_168919713552426.xml · nonDerivative · entry 1

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,622,891

F1 · shares: Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU")Award. Each RSU represents a contingent right to receive one share of common stock upon settlement.

F2 · balance_after: Includes 3,319,642 unvested RSUs. Each RSU represents a contingent right to receive one share of common stock upon settlement.

SEC source: 0001819493-23-000154 · wf-form4_168678427021626.xml · nonDerivative · entry 1

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,624,504

F1 · shares: Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU")Award. Each RSU represents a contingent right to receive one share of common stock upon settlement.

F2 · balance_after: Includes 3,324,306 unvested RSUs. Each RSU represents a contingent right to receive one share of common stock upon settlement.

SEC source: 0001819493-23-000118 · wf-form4_168392424956926.xml · nonDerivative · entry 2

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,626,118

F2 · shares: Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported RSU grant. Each RSU represents a contingent right to receive one share of common stock upon settlement.

F3 · balance_after: Includes 3,328,971 unvested RSUs. Each RSU represents a contingent right to receive one share of common stock upon settlement.

SEC source: 0001819493-23-000118 · wf-form4_168392424956926.xml · nonDerivative · entry 1

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,627,732

F1 · shares: Twenty-five percent (25%) of the Restricted Stock Unit ("RSU") grant shall vest on April 10, 2024, and the remaining RSU grant shall vest ratably on each of the next thirty-six (36) Monthly Vesting Dates thereafter. "Monthly Vesting Dates" means the 10th of each month, provided, however, that to the extent any such date occurs on a weekend day or U.S. federal holiday, the Monthly Vesting Date will be deemed to occur on the immediately following day that is not a weekend day or U.S. federal holiday.

SEC source: 0001819493-23-000083 · wf-form4_168134324362616.xml · nonDerivative · entry 1

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,457,362

F1 · shares: Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Award. Each RSU represents a contingent right to receive one share of common stock upon settlement.

F2 · balance_after: Includes 163,266 unvested RSUs. Each RSU represents a contingent right to receive one share of common stock upon settlement.

SEC source: 0001819493-23-000017 · wf-form4_167356793423252.xml · nonDerivative · entry 1

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,476,750

F1 · kind: The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan.

F2 · price: Represents weighted average sales price. The shares were sold at prices ranging from $0.98 to $1.09. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, fullinformation regarding the number of shares sold at each separate price.

F3 · balance_after: Includes 217,687 unvested restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock upon settlement.

SEC source: 0001819493-23-000007 · wf-form4_167331132965763.xml · nonDerivative · entry 3

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,453,229

F1 · kind: The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan.

F5 · price: Represents weighted average sales price. The shares were sold at prices ranging from $0.81 to $1.01. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3 · balance_after: Includes 217,687 unvested restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock upon settlement.

SEC source: 0001819493-23-000007 · wf-form4_167331132965763.xml · nonDerivative · entry 2

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,298,040

F1 · kind: The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan.

F4 · price: Represents weighted average sales price. The shares were sold at prices ranging from $0.67 to $0.83. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3 · balance_after: Includes 217,687 unvested restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock upon settlement.

SEC source: 0001819493-23-000007 · wf-form4_167331132965763.xml · nonDerivative · entry 1

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,218,040

F1 · kind: The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan.

F2 · price: Represents weighted average sales price. The shares were sold at prices ranging from $0.57 to $0.66. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3 · balance_after: Includes 217,687 unvested restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock upon settlement.

SEC source: 0001819493-22-000100 · wf-form4_166318580133028.xml · nonDerivative · entry 1

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,203,040

F1 · shares: The securities reported in this transaction represent Restricted Stock Units ("RSUs"). The RSUs reported vested immediately on the date of grant and represent awards received in lieu of cash salary.

F2 · balance_after: Includes 217,687 unvested RSUs. Each RSU represents a contingent right to receive one share of common stock upon settlement.

SEC source: 0001819493-23-000077 · wf-form4a_168134059948357.xml · nonDerivative · entry 1

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,201,981

F1 · shares: The securities reported in this transaction represent Restricted Stock Units ("RSUs"). The RSUs reported vested immediately on the date of grant and represent awards received in lieu of cash salary. The Form 4 originally filed on 9/14/2022 inadvertently reported the award as 101,198 RSUs.

F2 · balance_after: Includes 217,687 unvested RSUs. Each RSU represents a contingent right to receive one share of common stock upon settlement.

SEC source: 0001819493-22-000060 · wf-form4_165973096861335.xml · nonDerivative · entry 1

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,101,842

F1 · shares: Represents an annual grant of Restricted Stock Units ("RSUs") to Mr. Semler for his service as Chief Executive Officer. Each RSU represents a contingent right to receive one share of Common Stock upon settlement. The RSUs vest as to 25% on April 10, 2023 and the remaining RSUs vest ratably on each of the next twelve (12) Quarterly Vesting Dates thereafter. "Quarterly Vesting Dates" mean each of March 10, June 10, September 10, and December 10, provided, however, that to the extent any such date occurs on a weekend day or U.S. federal holiday, the Quarterly Vesting Date will be deemed to occur on the immediately following day that is not a weekend day or U.S. federal holiday, subject to such Reporting Person's continuous service with the Issuer through such vesting date.

SEC source: 0001209191-21-053173 · doc4.xml · nonDerivative · entry 4

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 502,120

F1 · kind: Received pursuant to the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021, by and among NextGen Acquisition Corporation ("Acquiror"), Sky Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror ("Merger Sub") and Xos, Inc. ("Xos"), pursuant to which Merger Sub was merged with and into Xos, whereupon the separate existence of Merger Sub ceased and Xos became the surviving company and continued in existence as a subsidiary of Acquiror, which subsequently changed its name to Xos, Inc. (the "Issuer").

F1 · price: Received pursuant to the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021, by and among NextGen Acquisition Corporation ("Acquiror"), Sky Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror ("Merger Sub") and Xos, Inc. ("Xos"), pursuant to which Merger Sub was merged with and into Xos, whereupon the separate existence of Merger Sub ceased and Xos became the surviving company and continued in existence as a subsidiary of Acquiror, which subsequently changed its name to Xos, Inc. (the "Issuer").

F4 · ownership.nature: Shares held by GenFleet LLC. Mr. Semler may be deemed to beneficially own securities held by GenFleet, LLC by virtue of his shared control over such entities.

SEC source: 0001209191-21-053173 · doc4.xml · nonDerivative · entry 3

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 53,745,903

F1 · kind: Received pursuant to the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021, by and among NextGen Acquisition Corporation ("Acquiror"), Sky Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror ("Merger Sub") and Xos, Inc. ("Xos"), pursuant to which Merger Sub was merged with and into Xos, whereupon the separate existence of Merger Sub ceased and Xos became the surviving company and continued in existence as a subsidiary of Acquiror, which subsequently changed its name to Xos, Inc. (the "Issuer").

F1 · price: Received pursuant to the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021, by and among NextGen Acquisition Corporation ("Acquiror"), Sky Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror ("Merger Sub") and Xos, Inc. ("Xos"), pursuant to which Merger Sub was merged with and into Xos, whereupon the separate existence of Merger Sub ceased and Xos became the surviving company and continued in existence as a subsidiary of Acquiror, which subsequently changed its name to Xos, Inc. (the "Issuer").

F3 · ownership.nature: Shares held by Emerald Green Trust. Mr. Semler may be deemed to beneficially own securities held by Emerald Green Trust by virtue of his shared control over such entities.

SEC source: 0001209191-21-053173 · doc4.xml · nonDerivative · entry 2

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,884,155

F2 · kind: Sold in connection with the subscription agreements with certain investors (the "PIPE investors") pursuant to which such investors agreed to purchase, substantially concurrently with the closing of the merger, an aggregate of $216,000,000 of the Issuer's shares of common stock, including $10,000,000 of common stock held by the Reporting Person, at a price of $10.00 per share, or an aggregate of 21,600,000 shares of common stock, including 1,000,000 shares of common stock held by the Reporting Person.

SEC source: 0001209191-21-053173 · doc4.xml · nonDerivative · entry 1

Semler Dakota · CIK 0001877933 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,884,155

F1 · kind: Received pursuant to the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021, by and among NextGen Acquisition Corporation ("Acquiror"), Sky Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror ("Merger Sub") and Xos, Inc. ("Xos"), pursuant to which Merger Sub was merged with and into Xos, whereupon the separate existence of Merger Sub ceased and Xos became the surviving company and continued in existence as a subsidiary of Acquiror, which subsequently changed its name to Xos, Inc. (the "Issuer").

F1 · price: Received pursuant to the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021, by and among NextGen Acquisition Corporation ("Acquiror"), Sky Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror ("Merger Sub") and Xos, Inc. ("Xos"), pursuant to which Merger Sub was merged with and into Xos, whereupon the separate existence of Merger Sub ceased and Xos became the surviving company and continued in existence as a subsidiary of Acquiror, which subsequently changed its name to Xos, Inc. (the "Issuer").