Michael R. Niggli - Oct 8, 2021 Form 3 Insider Report for ESS Tech, Inc. (GWH)

Role
Director
Signature
/s/ Amir Moftakhar, by power of attorney
Stock symbol
GWH
Transactions as of
Oct 8, 2021
Transactions value $
$0
Form type
3
Date filed
10/18/2021, 08:33 PM
Previous filing
May 24, 2021
Next filing
Nov 12, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GWH Common Stock 414K Oct 8, 2021 Direct F1
holding GWH Common Stock 196K Oct 8, 2021 See footnote F1, F2
holding GWH Common Stock 490K Oct 8, 2021 See footnote F1, F3
holding GWH Common Stock 73.6K Oct 8, 2021 See footnote F1, F4
holding GWH Common Stock 73.6K Oct 8, 2021 See footnote F1, F5
holding GWH Common Stock 73.6K Oct 8, 2021 See footnote F1, F6
holding GWH Common Stock 73.6K Oct 8, 2021 See footnote F1, F7

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 Stock Option (right to buy) Oct 8, 2021 Common Stock 178K $0.31 Direct F8
holding GWH Restricted Stock Units Oct 8, 2021 Common Stock 30.1K Direct F9
* 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 of record by the Michael R. Niggli Family Trust for which the reporting person serves as trustee.
F3 The shares are held of record by the Linda Naviaux Niggli Trust for which the reporting person's spouse serves as trustee.
F4 The shares are held of record by the Chloe D. Niggli Gift Trust for which the reporting person serves as trustee.
F5 The shares are held of record by the Ian M. Niggli 2021 Gift Trust for which the reporting person serves as trustee.
F6 The shares are held of record by the Lorelei A. Niggli 2021 Gift Trust for which the reporting person serves as trustee.
F7 The shares are held of record by the Michael R. Niggli Jr. 2021 Gift Trust for which the reporting person serves as trustee.
F8 The shares subject to the option vest in 48 equal monthly installments beginning on August 20, 2018.
F9 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 - Power of Attorney