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Wejo Files Form 4 Finalizing Previously Disclosed Equity Grant to CEO

Wejo Group Limited filed a Form 4 with the Securities and Exchange Commission (the “SEC”) to disclose the finalization of a grant to its CEO and Founder, Richard Barlow, of an award (the “Equity Grant”) representing 5% of the total shares outstanding as of the close of the business combination among Wejo Group Limited and Virtuoso Acquisition Corp. on November 18, 2021 (the “Business Combination Closing”).

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The Equity Grant is comprised of a (i) restricted stock unit (“RSU”) award that vests if the trading price for the common shares of the Company equals or exceeds $50.00 per share on any 20 trading days during a 30-day trading period (the “Price Target”) over the ten-year period subsequent to the Business Combination Closing, and (ii) conversion right of an equal number of ordinary shares of Wejo Limited (for which Mr. Barlow has subscribed) into shares of Wejo Group Limited if the price target is achieved in the five-year period subsequent to the Business Combination Closing, in which case the RSU award would lapse, and, in each case subject to certain acceleration triggers.

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The Equity Grant was previously disclosed in connection with the Business Combination Closing and is made pursuant to the Company’s previously approved equity plan. The Equity Grant has no impact on the Company’s common shares outstanding and, since the Equity Grant will be satisfied from the Company’s previously approved equity plan, nor does it create any incremental dilution to existing shareholders of the Company. The Equity Grant was previously disclosed in the Company’s Form S-4/A, which was filed with the SEC on October 18, 2021, and Form 8-K, which was filed with the SEC on November 24, 2021. Since that time, the Company evaluated certain considerations in connection with the Equity Grant, which delayed the timing of the grant.

Despite the decline in the price of the Company’s common shares, the Company has not modified the $50 price target threshold required for the vesting of the Equity Grant, demonstrating continued confidence in Wejo.

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