Craig E. Evans - Nov 9, 2021 Form 4/A - Amendment Insider Report for ESS Tech, Inc. (GWH)

Role
President, Director
Signature
/s/ Amir Moftakhar, by power of attorney for Craig E. Evans
Stock symbol
GWH
Transactions as of
Nov 9, 2021
Transactions value $
$7,302,470
Form type
4/A - Amendment
Date filed
11/17/2021, 04:49 PM
Date Of Original Report
Nov 12, 2021
Previous filing
Oct 18, 2021
Next filing
Nov 17, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWH Common Stock Other $7.3M +730K +15.87% $10.00* 5.33M Nov 9, 2021 Direct F1, F2, F3
* 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 "Issuer"), the reporting person is entitled to receive additional shares of Issuer common stock, for no additional consideration, if the volume weighted average price of Issuer 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 Issuer 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 Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00. Each of these conditions was met as of November 9, 2021.
F2 Following the closing of the merger, the Issuer determined that aggregate Transaction Expenses (as defined in the Merger Agreement) were lower than had been estimated at the time of closing. Pursuant to the Merger Agreement, this lower amount of Transaction Expenses resulted in an Expense Shortfall (as defined therein), which increased the Adjusted Equity Value (as defined therein).
F3 Effective as of November 9, 2021, the reporting person was entitled to receive 724,426 shares of Issuer common stock pursuant to the Earnout Rights and 5,821 shares of Issuer common stock pursuant to the Expense Shortfall.

Remarks:

The amendment on Form 4 is filed to update the amount of shares received by Mr. Evans pursuant to the Earnout Rights and Expense Shortfall which were preseviously reported as 11,577 and 93, respectively.