Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
holding | GWH | Common Stock | 31.7M | Oct 8, 2021 | See footnote | F1, F2 |
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 "Issuer"), 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 | These shares are held directly by SB Energy Global Holdings One Ltd. ("Holdings One"), a wholly owned subsidiary of SB Energy Global Holdings Limited, which is a wholly owned subsidiary of SoftBank Group Corp. ("SoftBank"). SoftBank may be deemed to have voting and dispositive power with respect to the shares held by Holdings One. |
Rich Hossfeld, an executive officer of Holdings One is a member of the Board of Directors of the Issuer. As a result the Reporting Person may be a director by deputization for Section 16 purposes. Mr. Hossfeld disclaims beneficial ownership of the shares of common stock reported in this filing, except to the extent of his pecuniary interest therein.