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Lucid (LCID)

Filed: 11 Feb 22, 5:30pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G/A

 

(Amendment No. 1)*

 

Under the Securities Exchange Act of 1934

 

Lucid Group, Inc.
(Name of Issuer)
 
Class A Common Stock, par value $0.0001 per share 
(Titles of Class of Securities)
 
549498103
(CUSIP Number)
 
December 31, 2021
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
¨Rule 13d-1(c)
xRule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 549498103SCHEDULE 13GPage 2 of 9

 
  

1

NAME OF REPORTING PERSON

 

Churchill Sponsor IV LLC 

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

96,100,000

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

96,100,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

96,100,000

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.7%

 
12

TYPE OF REPORTING PERSON

 

OO

 
     

 

 

CUSIP No. 549498103SCHEDULE 13GPage 3 of 9

 

  

1

NAME OF REPORTING PERSON

 

M. Klein Associates, Inc.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

96,100,000

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

96,100,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

96,100,000

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.7%

 
12

TYPE OF REPORTING PERSON

 

CO

 
     

 

 

CUSIP No. 549498103SCHEDULE 13GPage 4 of 9

 

  

1

NAME OF REPORTING PERSON

 

Michael Klein

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

96,100,000

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

96,100,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

96,100,000

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.7%

 
12

TYPE OF REPORTING PERSON

 

IN

 
     

 

CUSIP No. 549498103SCHEDULE 13GPage 5 of 9

 

  

Item 1(a).Name of Issuer:
  
 Lucid Group, Inc.
  
Item 1(b).Address of Issuer’s Principal Executive Offices:
  
 7373 Gateway Blvd
 Newark, CA 94560
  
Item 2(a).Name of Person Filing:
  
 This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
 1. Churchill Sponsor IV LLC
 2. M. Klein Associates, Inc.
 3. Michael Klein
  
Item 2(b).Address of Principal Business Office or, if none, Residence:
  
 The principal business address of each of the Reporting Persons is as follows:
  
 640 Fifth Avenue, 12th Floor
 New York, NY 10019
  
Item 2(c).Citizenship:
  
 See responses to Item 4 on each cover page.
  
Item 2(d).Titles of Classes of Securities:
  
 Class A Common Stock, par value $0.0001 per share.
  
Item 2(e).CUSIP Number:
  
 549498103

 

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

 (a)¨Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). 
 (b)¨Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). 
 (c)¨Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). 
 (d)¨Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). 
 (e)¨Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). 
 (f)¨Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). 
 (g)¨Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). 
 (h)¨Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). 
 (i)¨Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). 
 (j)¨Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). 
 (k)¨Group in accordance with §240.13d-1(b)(1)(ii)(K). 
     
 If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________ 
       

 

CUSIP No. 549498103SCHEDULE 13GPage 6 of 9

 

 

Item 4.Ownership 
  
 

As of December 31, 2021, Churchill Sponsor IV LLC (“Churchill Sponsor”) directly owned 51,750,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of Lucid Group, Inc. (the “Issuer”), and 44,350,000 warrants to purchase shares of Class A Common Stock of the Issuer (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment, and became exercisable commencing August 22, 2021, pursuant to the terms of the warrant agreement. The Private Placement Warrants expire on July 23, 2026 or earlier upon redemption or liquidation. Such shares of Class A Common Stock and the Private Placement Warrants may be deemed to be indirectly owned by M. Klein Associates, Inc. (“M. Klein Associates”), which is the managing member of Churchill Sponsor, and Michael Klein, who is the sole stockholder of M. Klein Associates. As a result of these relationships, each of Churchill Sponsor, M. Klein Associates and Mr. Klein may be deemed to have or share beneficial ownership of the securities held directly by Churchill Sponsor. Each of Churchill Sponsor, M. Klein Associates and Mr. Klein disclaim beneficial ownership of such securities except to the extent of their direct ownership.

 

Percentage ownership is based on 1,690,716,945 shares of Class A Common Stock outstanding, which includes (i) 1,646,366,945 shares of Class A Common Stock outstanding as of November 9, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, filed with the Securities and Exchange Commission on November 15, 2021 (File No. 001-39408), and (ii) 44,350,000 shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants owned by Churchill Sponsor.

 

 (a)Amount beneficially owned:
  See responses to Item 9 on each cover page.
   
 (b)Percent of class:
  See responses to Item 11 on each cover page.
   
 (c)Number of shares as to which such person has:

 

  (i)Sole power to vote or to direct the vote:
   See responses to Item 5 on each cover page.
    
  (ii)Shared power to vote or to direct the vote:
   See responses to Item 6 on each cover page.
    
  (iii)Sole power to dispose or to direct the disposition of:
   See responses to Item 7 on each cover page.
    
  (iv)Shared power to dispose or to direct the disposition of:
   See responses to Item 8 on each cover page.

 

Item 5.Ownership of Five Percent or Less of a Class.
  
 If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .
  
Item 6.Ownership of More than Five Percent on Behalf of Another Person.
  
 Not Applicable.
 
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. 
  

 

Not Applicable.

 

 

CUSIP No. 549498103SCHEDULE 13GPage7 of 9

 

 

Item 8.Identification and Classification of Members of the Group.
  
 Not applicable.
  
Item 9.Notice of Dissolution of Group.
  
 Not Applicable.
  
Item 10.Certification.
  
 Not Applicable.

 

 

CUSIP No. 549498103SCHEDULE 13GPage 8 of 9

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 11, 2022

 

 Churchill Sponsor IV LLC 
 By:M. Klein Associates, Inc., its manager 
    
 By:/s/ Jay Taragin 
 Name: Jay Taragin 
 Title:Chief Financial Officer 
    
 M. Klein Associates, Inc. 
    
 By:/s/ Jay Taragin 
 Name:Jay Taragin 
 Title:Chief Financial Officer 
    
 Michael Klein 
   
 By:/s/ Michael Klein 
 Name:Michael Klein 

 

 

CUSIP No. 549498103SCHEDULE 13GPage 9 of 9

 

 

Exhibit Index

 

Exhibit No. Description
Exhibit 1 Joint Filing Agreement, dated as of February 16, 2021, by and among Churchill Sponsor IV LLC, M. Klein Associates, Inc. and Michael Klein (incorporated by reference to Exhibit 1 of Schedule 13G filed on February 16, 2021).