Elaine H. Wong - Jul 16, 2021 Form 3 Insider Report for Decarbonization Plus Acquisition Corp (HYZN)

Role
Director
Signature
/s/ John Zavoli, Attorney-in-fact
Stock symbol
HYZN
Transactions as of
Jul 16, 2021
Transactions value $
$0
Form type
3
Date filed
7/16/2021, 09:00 PM
Next filing
Jul 26, 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 781K Jul 16, 2021 Direct F1, F2
holding HYZN Class A Common Stock, par value $0.0001 per share 100K Jul 16, 2021 By CEV Opportunity LP F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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"). At the effective time of the Merger, each share of Old Hyzon common stock (including shares of Old Hyzon common stock resulting from the conversion of options held by Ascent Funds Management LLC but excluding shares of Old Hyzon common stock resulting from the conversion of certain convertible notes) was converted into (A) the right to receive the number shares of Class A common stock of the Issuer equal to the Exchange Ratio (1.7720)
F2 (Continued from footnote 1) and (B) the contingent right to receive the Earnout Shares (as defined in the Business Combination Agreement) in accordance with Section 3.03 of the Business Combination Agreement.
F3 The reporting person may be deemed to beneficially own the securities of the Issuer held directly by CEV Opportunity LP ("CEV") by virtue of her ownership in CEV. The Issuer Class A common stock reported represent only the number of shares of Class A common stock in which the reporting person has a pecuniary interest in accordance with her proportionate interest in CEV. The reporting person is voluntarily reporting her proportionate interest in CEV's ownership of shares of Class A common stock. The reporting person disclaims beneficial ownership other than to the extent of her pecuniary interest.

Remarks:

See Exhibit 24 - Power of Attorney