Sec Form 3 Filing - FF Top Holding LLC @ FARADAY FUTURE INTELLIGENT ELECTRIC INC. - 2021-07-21

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FF Top Holding LLC
2. Issuer Name and Ticker or Trading Symbol
FARADAY FUTURE INTELLIGENT ELECTRIC INC. [ FFIE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
18455 S FIGUEROA ST
3. Date of Earliest Transaction (MM/DD/YY)
07/21/2021
(Street)
GARDENA, CA90248
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B common stock 64,000,588 ( 1 ) D ( 1 ) ( 2 )
Class A common stock 57,438,376 ( 1 ) I See footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FF Top Holding LLC
18455 S FIGUEROA ST
GARDENA, CA90248
X
Pacific Technology Holding LLC
18455 S FIGUEROA ST
GARDENA, CA90248
X
FF Global Partners LLC
18455 S FIGUEROA ST
GARDENA, CA90248
X
Signatures
FF Top Holding LLC, By: Pacific Technology Holding LLC, its Managing Member, By: FF Global Partners LLC, its Managing Member/s/ Nan Yang, Secretary 08/02/2021
Signature of Reporting Person Date
Pacific Technology Holding LLC, By: FF Global Partners LLC, its Managing Member /s/ Nan Yang, Secretary 08/02/2021
Signature of Reporting Person Date
FF Global Partners LLC /s/ Nan Yang, Secretary 08/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 21, 2021, pursuant to that Agreement and Plan of Merger, dated as of January 27, 2021, as amended, by and among the Issuer (f/k/a Property Solutions Acquisition Corp.), PSAC Merger Sub Ltd. ("Merger Sub"), and FF Intelligent Mobility Global Holdings Ltd. ("FF"), Merger Sub merged with and into FF, with FF continuing as the surviving company and a wholly-owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger, each issued and outstanding share of FF was automatically cancelled and converted into shares of new Class A common stock (or, in the case of FF Top Holding LLC ("FF Top"), shares of new Class B common stock) of the Issuer (the "Effective Time"). The shares reported in this Form 3 represent merger consideration acquired at the Effective Time.
( 2 )FF Top is indirectly controlled by Pacific Technology Holding LLC ("Pacific Tech"), the managing member of which is FF Global Partners LLC ("FF Global"). FF Global is governed by a board of managers, currently consisting of eight managers. A majority of the board of managers of FF Global (excluding Dr. Carsten Breitfeld, who does not yet have voting rights because he has not met the tenure eligibility requirement and once he satisfies the tenure requirement, subject to election, he will become a voting manager) is required to approve any actions of FF Global, including actions relating to the voting and disposition of shares of the Issuer held by FF Top. Each of Pacific Tech and FF Global may be deemed to have voting and dispositive power over the shares of Class B common stock held by FF Top and each of Pacific Tech and FF Global disclaim beneficial ownership of the shares of Class B common stock held by FF Top except to the extent of their respective pecuniary interest therein.
( 3 )FF Top exercises voting power over shares of Class A common stock held of record by other stockholders of the Issuer pursuant to voting agreements (the "Shares Subject to Voting Agreements"). Accordingly, each of Pacific Tech and FF Global may be deemed to have voting power over the Shares Subject to Voting Agreements and each of Pacific Tech and FF Global disclaim beneficial ownership of the Shares Subject to Voting Agreements.

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