Craig E. Evans - 08 Oct 2021 Form 3 Insider Report for ESS Tech, Inc. (GWH)

Quoteable Key Fact

"Craig E. Evans filed Form 3 for ESS Tech, Inc. (GWH) on 18 Oct 2021."

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This tells you what this filing adds before you inspect full transaction and derivative tables.
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Official SEC Source

Ownership activity is grounded in SEC Form 3 disclosures.

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GWH	Common Stock						4,602,453	08 Oct 2021	Direct	F1
holding	GWH	Common Stock						1,917,211	08 Oct 2021	See footnote	F1, F2

Type	Sym	Class	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	GWH	Employee Stock Option (right to buy)	08 Oct 2021	Common Stock	172,395	$0.3331	Direct	F3
holding	GWH	Employee Stock Option (right to buy)	08 Oct 2021	Common Stock	38,923	$0.3061	See footnote	F2, F4
holding	GWH	Employee Stock Option (right to buy)	08 Oct 2021	Common Stock	296,058	$0.3305	See footnote	F2, F5
holding	GWH	Restricted Stock Units	08 Oct 2021	Common Stock	58,984		Direct	F6
holding	GWH	Restricted Stock Units	08 Oct 2021	Common Stock	56,626		See footnote	F2, F6

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

Id	Content
F1	Pursuant to an "earnout" provision of the Agreement and Plan of Merger, dated as of May 6, 2021 (the "Merger Agreement"), by and among ACON S2 Acquisition Corp, SCharge Merger Sub, Inc., and ESS Tech, Inc., the reporting person is entitled to receive additional shares of common stock, for no additional consideration, if the volume weighted average price of the common stock over twenty trading days within any thirty trading day period exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one half will be issued if the volume weighted average price of the common stock over twenty trading days within any thirty trading day period is greater than or equal to $12.50, and one half will be issued if the volume weighted average price of the common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00.
F2	The shares are held Julia Song. The reporting persons are husband and wife.
F3	The shares subject to the option vest in 48 equal monthly installments beginning on February 22, 2021.
F4	The shares subject to the option are fully vested and immediately exercisable.
F5	The shares subject to the option vest in 48 equal monthly installments beginning on August 24, 2020.
F6	Each restricted stock unit, or RSU, represents a contingent right to receive one share of common stock. The RSUs vest if the common stock exceeds the same thresholds as the Earnout Rights described in footnote (1).

Exhibit 24.1 - Power of Attorney - Craig Evans Exhibit 24.2 - Power of Attorney - Julia Song