Elaine H. Wong - Jul 22, 2021 Form 4 Insider Report for Hyzon Motors Inc. (HYZN)

Role
Director
Signature
/s/ John Zavoli, Attorney-in-fact
Stock symbol
HYZN
Transactions as of
Jul 22, 2021
Transactions value $
$0
Form type
4
Date filed
7/26/2021, 08:17 PM
Previous filing
Jul 16, 2021
Next filing
Feb 8, 2022

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
transaction HYZN Earnout Rights Other $0 +90.1K $0.00 90.1K Jul 22, 2021 Class A Common Stock, par value $0.0001 per share 90.1K Direct F1, F2, 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"). 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.