4//SEC Filing
Gu Zhijun 4
Accession 0000899243-21-030066
CIK 0001716583other
Filed
Jul 25, 8:00 PM ET
Accepted
Jul 26, 9:29 PM ET
Size
11.7 KB
Accession
0000899243-21-030066
Insider Transaction Report
Form 4
Gu Zhijun
DirectorExecutive Chairman
Transactions
- Other
Earnout Rights
2021-07-22+1,303,275→ 1,303,275 totalExp: 2026-07-16→ Class A Common Stock, par value $0.0001 per share (1,303,275 underlying) - Other
Earnout Rights
2021-07-22+17,956,042→ 17,956,042 total(indirect: By Hymas Pte. Ltd.)Exp: 2026-07-16→ Class A Common Stock, par value $0.0001 per share (17,956,042 underlying)
Footnotes (4)
- [F1]On July 16, 2021, pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of February 8, 2021 (the "Business Combination Agreement"), by and among Hyzon Motors Inc. (f/k/a Decarbonization Plus Acquisition Corporation) (the "Issuer"), DCRB Merger Sub Inc. a wholly owned subsidiary of the Issuer ("Merger Sub") and Hyzon Motors USA Inc. (f/k/a Hyzon Motors Inc.) ("Old Hyzon"), Merger Sub merged with and into Old Hyzon with Old Hyzon as the surviving corporation and a wholly owned subsidiary of the Issuer (the "Merger"). On July 22, 2021, the number of Earnout Shares (as defined in the Business Combination Agreement) issuable to each person eligible to receive such Earnout Shares pursuant to the Business Combination Agreement (assuming no forfeiture by other Eligible Company Equityholders of unexercised Company Options or unvested Company RSUs (as each term is defined in the Business Combination Agreement)) was finally determined.
- [F2](Continued from Footnote 1) Pursuant to the Business Combination Agreement, (i) 38.71% of the Earnout Shares will be issuable if (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $18.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's Class A common stock of at least $18.00; (ii) 38.71% of the Earnout Shares will be issuable if (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $20.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's
- [F3](Continued from Footnote 2) Class A common stock of at least $20.00; and (iii) 22.58% of the Earnout Shares will be issuable if, after July 16, 2022, (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $35.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's Class A common stock of at least $35.00.
- [F4]The reporting person may be deemed to beneficially own the securities of the Issuer held directly by Hymas Pte. Ltd. ("Hymas") by virtue of his chairman position and ownership interest in Horizon Fuel Cell Technologies Pte. Ltd., which indirectly owns 79.62% of Hymas through its subsidiaries. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
Documents
Issuer
Hyzon Motors Inc.
CIK 0001716583
Entity typeother
Related Parties
1- filerCIK 0001870123
Filing Metadata
- Form type
- 4
- Filed
- Jul 25, 8:00 PM ET
- Accepted
- Jul 26, 9:29 PM ET
- Size
- 11.7 KB