Hyzon Motors Inc. - Jul 16, 2021 Form 3 Insider Report for Decarbonization Plus Acquisition Corp (HYZN)

Role: Officer
Signature: /s/ John Zavoli
Stock symbol: HYZN
Transactions as of: Jul 16, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/16/2021, 08:54 PM
Next filing: Sep 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	HYZN	Class A Common Stock, par value $0.0001 per share						1K	Jul 16, 2021	Direct
holding	HYZN	Class A Common Stock, par value $0.0001 per share						250	Jul 16, 2021	By Wife

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	HYZN	Restricted Stock Units							Jul 16, 2021	Class A Common Stock, par value $0.0001 per share	106K		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Restricted stock units under the Hyzon Motors Inc. 2020 Stock Incentive Plan, granted on February 18, 2021 (the "Grant Date"); restricted stock units vest pursuant to a five year vesting schedule, whereby one-sixth of the total number of shares vest on the Grant Date and each year on the anniversary of the Grant Date, subject to continued employment with the Issuer.
F2	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 Company ("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"). At the effective time of the Merger, each restricted stock unit ("RSU") denominated in shares of Old Hyzon was assumed by the Issuer and converted into (A) an RSU denominated in shares of Class A common stock of the Issuer equal to the product (rounded down to the nearest whole number) of (x) the number of Old Hyzon shares subject to the RSU immediately prior to the effective time of the Merger and (y) the Exchange Ratio (1.7720)
F3	(Continued from footnote 2) and (B) the contingent right to receive Earnout Shares (as defined in the Business Combination Agreement) in accordance with Section 3.03 of the Business Combination Agreement.

Remarks:

General Counsel & Chief Legal Officer. At the current time, John Ralph Zavoli, the reporting person, does not have the necessary SEC filing code. The reporting person is currently obtaining the necessary filing code and upon receipt will file an amended Form 3.