Craig E. Evans - Oct 8, 2021 Form 3 Insider Report for ESS Tech, Inc. (GWH)

Role
President, Director
Signature
/s/ Amir Moftakhar, by power of attorney for Craig Evans
Stock symbol
GWH
Transactions as of
Oct 8, 2021
Transactions value $
$0
Form type
3
Date filed
10/18/2021, 08:24 PM
Next filing
Nov 17, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GWH Common Stock 4.6M Oct 8, 2021 Direct F1
holding GWH Common Stock 1.92M Oct 8, 2021 See footnote 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 GWH Employee Stock Option (right to buy) Oct 8, 2021 Common Stock 172K $0.33 Direct F3
holding GWH Employee Stock Option (right to buy) Oct 8, 2021 Common Stock 38.9K $0.31 See footnote F2, F4
holding GWH Employee Stock Option (right to buy) Oct 8, 2021 Common Stock 296K $0.33 See footnote F2, F5
holding GWH Restricted Stock Units Oct 8, 2021 Common Stock 59K Direct F6
holding GWH Restricted Stock Units Oct 8, 2021 Common Stock 56.6K See footnote F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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).

Remarks:

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