FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
Sono Group N.V. [ SEVCF ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Ordinary Shares | 230,751(1) | I | By SVSE LLC(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
High Voting Shares | (3) | (3) | Ordinary Shares | 40,000(1) | 0 | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. The amount of securities reported herein reflects the 1-for-75 reverse stock split effected by Sono Group N.V. (the "Issuer") on December 23, 2024. |
2. George O'Leary, as the sole member of SVSE LLC, has voting and dispositive power with respect to the ordinary shares and high voting shares held by SVSE LLC, the record holder of such securities. As a result, George O'Leary is deemed to have beneficial ownership of the securities held by SVSE LLC. George O'Leary's membership interest in SVSE LLC will vest upon the later of (i) March 25, 2029 and (ii) the date on which the collateral pledge of the ordinary shares and high voting shares held by SVSE LLC, issued pursuant to the Security Agreement, dated February 5, 2024, by and between SVSE LLC and YA II PN, Ltd., and the other transaction documents related thereto, has been validly terminated in accordance with its terms. |
3. Each high voting share is convertible into one ordinary share and entitles the holder thereof to twenty-five (25) votes per share. The high voting shares are convertible at any time and have no expiration date. |
/s/ George O'Leary | 01/02/2025 | |
SVSE LLC; By: /s/ George O'Leary | 01/02/2025 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |