FORM 4
☐ 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 OF SECURITIES
                                                                                  
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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 *

Mattson George N		 2. Issuer Name and Ticker or Trading Symbol

Xos, Inc. [ XOS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O XOS, INC., 3550 TYBURN STREET, UNIT 100		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/13/2023
(Street)

LOS ANGELES, CA 90065		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☒ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock 4/13/2023  P(1)  98270 A$0.70 (2)1000000 I GNM ICBC LLC (3)
Common Stock 6/12/2023  A  444444 (4)A$0 805448 (5)D  
Common Stock         3973525 I NGAC GNM Feeder LLC (6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan.
(2) Represents weighted average sales price. The shares were sold at prices ranging from $0.62 to $0.75. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(3) Shares are held by GNM ICBC LLC ("GNM ICBC"). The Reporting Person may be deemed to beneficially own such shares by virtue of his control over GNM ICBC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4) The shares reported in this transaction represent Restricted Stock Units ("RSUs"). The RSUs vest on the earlier of (i) the first anniversary of the Grant date and (ii) the day of the Company's 2024 Annual Meeting, subject to the Reporting Person's continuous service with Xos, Inc. through the vesting date.
(5) Includes 482,597 unvested RSUs. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.
(6) Shares are held by NGAC GNM Feeder LLC ("NGAC"). The Reporting Person may be deemed to beneficially own such shares by virtue of his shared control over NGAC. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Mattson George N
C/O XOS, INC.
3550 TYBURN STREET, UNIT 100
LOS ANGELES, CA 90065		X
Signatures
/s/ Christen Romero, Attorney-in-Fact for George N. Mattson6/14/2023
**Signature of Reporting PersonDate
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 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).
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 control number.
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