Horizon Fuel Cell Technologies Pte Ltd - Jul 16, 2021 Form 3/A - Amendment Insider Report for Hyzon Motors Inc. (HYZN)

Role
10%+ Owner
Signature
/s/ Gu Zhijun (George), Chairman
Stock symbol
HYZN
Transactions as of
Jul 16, 2021
Transactions value $
$0
Form type
3/A - Amendment
Date filed
7/26/2021, 09:35 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 156M Jul 16, 2021 By Hymas Pte. Ltd. F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Amended Form 3 is being filed to correctly indicate the reporting person's ownership of Class A common stock of the Issuer held directly.
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 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)
F3 (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.
F4 Hymas Pte. Ltd. ("Hymas") is 79.62% owned indirectly by the reporting person, through its subsidiaries, including Jiangsu Qingneng New Energy Technologies Co., Ltd. ("JS-Horizon") and Horizon Fuel Cell Technology Ltd. ("HFCT HK"). The reporting person may be deemed to beneficially own the shares of Class A common stock of the Issuer by reason of its ownership of the voting securities of JS-Horizon, JS-Horizon's ownership of the voting securities of HFCT HK, and HFCT HK's ownership of the voting securities of Hymas. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein.

Remarks:

This amendment is being filed to include the SEC filing code for Horizon Fuel Cell Technologies Pte. Ltd., the reporting person, which was not available at the time of the original filing.