Gary M. Robb - 16 Jul 2021 Form 3 Insider Report for Decarbonization Plus Acquisition Corp

Role: Chief Technology Officer
Signature: /s/ John Zavoli, Attorney-in-fact
Issuer symbol: N/A
Transactions as of: 16 Jul 2021
Net transactions value: $0
Form type: 3
Filing time: 16 Jul 2021, 21:16:08 UTC
Next filing: 26 Jul 2021
SEC: View on sec.gov

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	Employee Stock Options							16 Jul 2021	Class A Common Stock, par value $0.0001 per share	1,772,000	$2.00	Direct	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	Employee stock options under the Hyzon Motors Inc. 2020 Stock Incentive Plan, granted on November 12, 2020 (the "Grant Date"); options vest pursuant to a five year vesting schedule, whereby approximately one-sixth of the total number of shares vests 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 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 option to purchase shares of Old Hyzon was assumed by the Issuer and converted into (A) an option to purchase 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 option immediately prior to the effective time of the Merger and (y) 1.7720 (the "Exchange Ratio"),
F3	(Continued from footnote 2) at an exercise price (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such option divided by (ii) the Exchange Ratio, on the same terms and conditions as the original award (including with respect to vesting) that applied to such option immediately prior to the Merger 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:

See Exhibit 24 - Power of Attorney