Xos, Inc. — Director's Dealing 2021

Nov 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xos, Inc. (XOS)
CIK: 0001819493
Period of Report: 2021-11-10

Reporting Person: MATHEW SARA (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-28	Common Stock	A	296053	—	Acquired	296053	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-28	Common Stock Warrant (Right to Buy)	$11.50	P	199997	Acquired	2026-08-20	Common Stock (199997)	Indirect
2021-11-10	Restricted Stock Unit	$	A	57229	Acquired		Common Stock (57229)	Direct
2021-11-10	Restricted Stock Unit	$	A	31794	Acquired		Common Stock (31794)	Direct

Footnotes

F1: Pro rata distribution by NextGen Sponsor LLC of all of its securities of Xos, Inc., which is exempt from Section 16 by 17 CFR 240.16a-9. The transaction is being voluntarily reported for informational purposes only.

F2: Shares are held by the Jacob Mathew 2020 Irrevocable Trust ("Mathew Trust"), of which the Reporting Person is trustee.

F3: The price is N/A.

F4: The restricted stock units vest in a series of three equal annual installments on each of the first, second and third year anniversaries of the grant date of November 10, 2021 (the "Grant Date"), subject to such individual's continuous service with Xos, Inc. through such vesting date.

F5: Date is N/A.

F6: The restricted stock units vest on the earlier of (i) the first anniversary of the Grant Date and (ii) the day before the next annual meeting of Xos, Inc. following the Grant Date, subject to such individual's continuous service with Xos, Inc. through the vesting date.