ACON S2 Sponsor, L.L.C. - Oct 8, 2021 Form 4 Insider Report for ESS Tech, Inc. (GWH)

Role
10%+ Owner
Signature
/s/ Teresa Y. Bernstein, as Authorized Signatory
Stock symbol
GWH
Transactions as of
Oct 8, 2021
Transactions value $
$0
Form type
4
Date filed
10/13/2021, 04:15 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWH Common Stock Conversion of derivative security +6.1M 6.1M Oct 8, 2021 Direct F1, F2, F3

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 GWH Class B Ordinary Shares Conversion of derivative security -6.1M -100% 0 Oct 8, 2021 Common Stock 6.1M Direct F1, F2, F3, F4
transaction GWH Warrants Other +4.08M 4.08M Oct 8, 2021 Common Stock 4.08M Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

ACON S2 Sponsor, L.L.C. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 6,100,000 shares of common stock, par value $0.0001 ("New ESS Common Stock"), of New ESS (as defined below) are held directly by ACON S2 Sponsor, L.L.C., a Delaware limited liability company (the "Sponsor"). Sponsor has voting and investment discretion with respect to the securities held by the Sponsor, and thus may be deemed to have beneficial ownership of such securities. ACON S2 Management, LLC (the "Management") expressly disclaims any such beneficial ownership of such securities, except to the extent of their individual pecuniary interests therein. The business address of Sponsor and Management is 1133 Connecticut Avenue, NW, Suite 700, Washington, DC 20036.
F2 Pursuant to the Agreement and Plan of Merger, dated May 6, 2021, by and among ACON S2 Acquisition Corp., a Cayman Islands exempted company (the "Company"), SCharge Merger Sub, Inc., a Delaware corporation, and ESS Tech, Inc, a Delaware corporation ("ESS"), the parties effected a business combination transaction ("Business Combination"), on October 8, 2021. In connection with the Business Combination, the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "ESS Tech, Inc" ("New ESS"). In connection with the consummation of the Business Combination, 6,100,000 of Sponsor's Class B ordinary shares, par value $0.0001, of the Company, which were previously convertible into Class A ordinary shares,
F3 (Continued from footnote 2) par value $0.0001, of the Company ("Class A ordinary shares") converted into shares of common stock, par value $0.0001, of New ESS simultaneously with the closing of the Business Combination. After giving effect to this transaction, Management will own less than 10% of the outstanding common stock of New ESS.
F4 In connection with the consummation of the Business Combination, 4,083,334 of the private placement warrants of the Company ("ACON Private Placement Warrants") held by Sponsor, which previously entitled Sponsor to purchase one Class A Ordinary Share at a price of $11.50 per whole share at any time commencing on the later of one year from the closing of the Company's initial public offering or 30 days after the completion of an initial business combination of the Company, were converted into private placement warrants of ESS (each a "New ESS Private Placement Warrant") simultaneously with the closing of the Business Combination, with each whole New ESS Private Placement Warrant entitling the holder thereof to the right to purchase one share of New ESS Common Stock.