Hua Wui Viktor Meng - Jul 16, 2021 Form 3/A - Amendment Insider Report for Hyzon Motors Inc. (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/A - Amendment
Date filed
7/26/2021, 08:21 PM
Date Of Original Report
Jul 16, 2021
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 26.6K Jul 16, 2021 Direct F1, F2

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 Jul 16, 2021 Class A Common Stock, par value $0.0001 per share 17.7K $2.00 Direct F3, F4
* 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
F2 (continued from footnote 1) (A) the right to receive the number shares of Class A common stock of the Issuer equal to 1.7720 (the "Exchange Ratio") 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 Employee stock options under the Hyzon Motors Inc. 2020 Stock Incentive Plan, granted on November 12, 2020 (the "Grant Date"); options vested on January 5, 2021.
F4 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) the Exchange Ratio, 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:

This amendment, dated July 26, 2021, to the Form 3 Report filed July 16, 2021 of the reporting person is being made to correct the reporting person's indirect ownership. The reporting person as of July 16, 2021 and thereafter was not a controlling holder of Hymas Pte. Ltd. ("Hymas") nor held or holds any investment control over the portfolio of securities held by Hymas and therefore, was not required to report the indirect beneficial ownership of the shares held by Hymas. See Exhibit 24 - Power of Attorney