07/02/2026 | Press release | Distributed by Public on 07/02/2026 05:24
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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) | ||
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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 | ||||||||
| 4.375% Convertible Senior Notes due 2032 | $15.86(1) | 06/30/2026 | J(2) | $50,000,000(3) | 06/30/2026(4) | 11/15/2032 | Common Stock | 3,151,740(5) | $1,000(6) | $50,000,000 | I | See Footnote 7 and 8(7)(8) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SYLEBRA CAPITAL LLC 3000 EL CAMINO REAL BUILDING 5 SUITE 450 PALO ALTO, CA 94306 |
X | X | ||
| Matthew Whitehead | 07/02/2026 | |
| **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) | Represents the conversion price of 15.86 per share of Common Stock, calculated as ,000 principal amount of Notes divided by the initial conversion rate of 63.0348 shares of Common Stock per 1,000 principal amount of Notes as set forth in that certain Indenture, dated as of November 6, 2025, by and among Aeva Technologies, Inc. (the Issuer), the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee (the Indenture), subject to adjustment as provided in the Indenture. |
| (2) | On 30th June, 2026, pursuant to a Contribution Agreement, dated as of 30th June, 2026 (the Contribution Agreement), by and among Sylebra Equity Capital Solutions Fund, L.P. and Sylebra Equity Capital Solutions Side Car, L.P. (together, the Solutions Funds), Sylebra Partners GP, LLC, Apollo Credit Strategies Master Fund Ltd., and Apollo Credit Strategies Absolute Return Aggregator A, L.P. (together, the Apollo Contributors), the Apollo Contributors contributed to the Solutions Funds 50,000,000 aggregate principal amount of the Notes in exchange for Class D limited partner interests in the Solutions Funds. The contribution was made as an initial in-kind capital contribution to the Solutions Funds and was not effected as a market transaction. The Notes are held directly by the Solutions Funds and indirectly by the Reporting Persons through their investment advisory relationships. |
| (3) | Reflects the aggregate principal amount of 4.375% Convertible Senior Notes due 2032 acquired by the Solutions Funds pursuant to the Contribution Agreement. |
| (4) | The Notes are convertible, at the option of the holder, at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Maturity Date of November 15, 2032, subject to the terms and conditions of the Indenture, including Section 14.01 thereof. |
| (5) | Represents 3,151,740 shares of Common Stock issuable upon conversion of the $50,000,000 aggregate principal amount of Notes, based on the initial conversion rate of 63.0348 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment as provided in the Indenture. The Notes may also be settled in cash, shares of Common Stock, or a combination of cash and Common Stock at the election of the Issuer pursuant to Section 14.02 of the Indenture. |
| (6) | The Notes were acquired at par value ($1,000 per $1,000 principal amount) as an in-kind capital contribution to the Solutions Funds. |
| (7) | Sylebra Capital LLC (Sylebra US) and Sylebra Capital Limited (Sylebra HK) are the investment sub-advisers to Sylebra Equity Capital Solutions Fund, L.P. and Sylebra Equity Capital Solutions Side Car, L.P. (together, the Solutions Funds), among other advisory clients. Sylebra Capital Management (Sylebra Cayman) is the investment manager and parent of Sylebra HK. Sylebra Cayman owns 100% of the shares of Sylebra HK, and Daniel Patrick Gibson (Gibson) owns more than 100% of the Class A shares of Sylebra Cayman and 100% of the share capital of Sylebra US. Gibson is a founder and Chief Investment Officer of Sylebra Cayman. In such capacities, Sylebra US, Sylebra HK, Sylebra Cayman, and Gibson may be deemed to share voting and dispositive power over the Notes held by the Solutions Funds. |
| (8) | These securities are held by the Solutions Funds. Gibson is a member of the board of directors of the Issuer. Sylebra US, Sylebra HK, Sylebra Cayman, and Gibson disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that Sylebra US, Sylebra HK, Sylebra Cayman, or Gibson are the beneficial owners of such securities, except to the extent of their pecuniary interest, if any, therein. |