Aeva Technologies, Inc. — Director's Dealing 2021

Mar 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Aeva Technologies, Inc. (AEVA)
CIK: 0001789029
Period of Report: 2021-03-12

Reporting Person: Fattouh Ahmed M (Director)
Reporting Person: InterPrivate Acquisition Management LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-12	Common Stock	C	150000	—	Acquired	150000	Indirect
2021-03-25	Common Stock	J	150000	—	Disposed	0	Indirect
2021-03-25	Common Stock	J	6538581	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-12	Convertible Note	$	A		Acquired		Common Stock and Warrants (225000)	Indirect
2021-03-12	Convertible Note	$	C		Disposed		Common Stock and Warrants (225000)	Indirect
2021-03-12	Warrant	$11.50	C	75000	Acquired	2026-03-12	Common Stock (75000)	Indirect
2021-03-24	Warrant	$11.5	J	75000	Disposed	2026-03-12	Common Stock (75000)	Indirect
2021-03-25	Warrant	$11.5	J	250540	Disposed	2026-03-12	Common Stock (250540)	Indirect

Footnotes

F1: Represents an exempt acquisition of shares of common stock and warrants that were issued upon conversion of the Note (defined below) held by IPV MII (defined below). The Note matured and became convertible upon the consummation of the Issuer's initial business combination. The Note was convertible into units of the Issuer, each comprised of one share of common stock and one-half of one warrant to purchase shares of common stock of the Issuer, at a price of $10.00 per unit, which units were separated into their component securities upon the consummation of the Issuer's initial business combination on March 12, 2021.

F2: The reported securities are owned directly by InterPrivate MII LLC ("IPV MII"). InterPrivate Capital LLC is the sole manager of IPV MII and a wholly-owned subsidiary of InterPrivate LLC, an entity whose beneficially owned Issuer securities Mr. Fattouh formerly had voting and dispositive power over. Mr. Fattouh disclaims beneficial ownership of the securities held by IPV MII except to the extent of his pecuniary interest therein.

F3: As a result of a change in the management structure of InterPrivate Capital LLC, Mr. Fattouh no longer has voting or dispositive power over the securities beneficially owned by InterPrivate Capital LLC and, therefore, Mr. Fattouh no longer has beneficial ownership of the securities held by InterPrivate Acquisition Management LLC (the "Sponsor") or IPV MII. The reported transaction was not as a result of any purchase, sale or actual transfer of Issuer securities or indirect value from such securities by Mr. Fattouh, the Sponsor or IPV MII, and the pecuniary interest of Mr. Fattouh in the securities of the Issuer did not change as a result of the reported transaction..

F4: Includes 51,081 shares of common stock and 25,540 warrants underlying 51,081 units the Sponsor purchased when the underwriters in the Issuer's initial public offering exercised their overallotment option in full.

F5: InterPrivate Capital LLC is the sole manager of the Sponsor and a wholly-owned subsidiary of InterPrivate LLC, an entity whose beneficially owned Issuer securities Mr. Fattouh formerly had voting and dispositive power over. Mr. Fattouh disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein.

F6: Represents a non-interest bearing convertible promissory note (the "Note") issued by the Issuer to IPV MII in consideration for loans made to the Issuer by IPV MII in the aggregate amount of $1,500,000. The Note matured and became convertible upon the consummation of the Issuer's initial business combination. The Note was convertible into units of the Issuer, each comprised of one share of common stock and one-half of one warrant to purchase shares of common stock of the Issuer, at a price of $10.00 per unit, which units were separated into their component securities upon the consummation of the Issuer's initial business combination on March 12, 2021.

F7: Represents an exempt acquisition by IPV MII of the Note, which became convertible upon the consummation of the Issuer's initial business combination.