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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) (2) | 12/09/2020 | M(2) | 7,403,750 | (1) | (1) | Class A Common Stock | (1) (2) | (1) (2) | 0 | D | ||||
Private Placement Warrants | $ 11.50 | 12/09/2020 | A(3) | 8,503,000 (4) | (3) | (3) | Class A Common Stock | 8,503,000 | $ 1 | 8,503,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Trine Sponsor IH, LLC 405 LEXINGTON AVENUE 48TH FLOOR NEW YORK, NY 10174 |
See remarks. |
/s/ Leo Hindery, Jr., managing member of Robin Trine Holdings, LLC, the managing member of Trine Sponsor IH, LLC | 12/09/2020 | |
**Signature of Reporting Person | Date |
* | 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) | As described in the registration statement on Form S-1 (File No. 333-229853) of Trine Acquisition Corp. (the "Issuer") under the heading "Description of Securities-Founder Shares," the shares of Class B common stock of the Issuer (the "Class B Shares") will automatically convert into shares of Class A common stock of the Issuer (the "Class A Shares") at the time of the issuer's initial business combination or earlier at the option of the holder, in each case, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights. |
(2) | On December 9, 2020, the Issuer consummated its initial business combination (the "Business Combination") with Desktop Metal, Inc., a Delaware corporation ("Desktop Metal"). In connection with the Business Combination, each Class B Share converted to one Class A Share. |
(3) | The Private Placement Warrants were purchased by Trine Sponsor IH, LLC (the "Sponsor") on March 19, 2019. Each Private Placement Warrant is exercisable for one Class A Share at an exercise price of $11.50 per Class A Share, subject to certain adjustments. The Private Placement Warrants may be exercised only during the period commencing 30 days after the first date on which the Issuer completes a business combination and expires five years after the completion of the Issuer's business combination or earlier upon redemption or liquidation. |
(4) | Robin Trine Holdings, LLC ("RTH") and HPS Investment Partners, LLC ("HPS") are the members of the Sponsor, and as such each of HPS and RTH has appointed a member to the board of the Sponsor, which board has voting and investment discretion with respect to the securities held of record by the Sponsor. Leo Hindery, Jr., a director of the Issuer, is the managing member of RTH. Based on the foregoing, Mr. Hindery, RTH and HPS may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
Remarks: As a result of the Business Combination, the reporting person has ceased to beneficially own more than 10% of the outstanding common stock of the Issuer. |