Decarbonization Plus Acquisition Sponsor II, LLC - Jan 13, 2022 Form 4 Insider Report for Decarbonization Plus Acquisition Corp II (DCRN)

Role: 10%+ Owner
Signature: Decarbonization Plus Acquisition Sponsor II LLC, /s/ Peter Haskopoulos, Managing Director
Stock symbol: DCRN
Transactions as of: Jan 13, 2022
Transactions value $: -$10,600,895
Form type: 4
Date filed: 1/14/2022, 06:04 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DCRN	Class A Common Stock	Conversion of derivative security		+9.7M			9.7M	Jan 13, 2022	See Footnotes	F1, F4, F5
transaction	DCRN	Class A Common Stock	Disposed to Issuer		-9.7M	-100%		0	Jan 13, 2022	See Footnotes	F2, F4, F5

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
transaction	DCRN	Class B Common Stock	Conversion of derivative security		-9.7M	-100%		0	Jan 13, 2022	Class A Common Stock	9.7M		See Footnotes	F1, F4, F5
transaction	DCRN	Warrants	Disposed to Issuer	-$10.6M	-7.07M	-100%	$1.50	0	Jan 13, 2022	Class A Common Stock	7.07M	$11.50	See Footnotes	F3, F4, F5

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

Decarbonization Plus Acquisition Sponsor II, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	In connection with the closing of the business combination (the "Business Combination") between Decarbonization Plus Acquisition Corporation II ("DCRN"), Hulk Merger Sub, Inc.("Merger Sub"), Tritium Holdings Pty Ltd ("Tritium") and Tritium DCFC Limited ("NewCo") on January 13, 2022, the Reporting Person's shares of Class B Common Stock of DCRN automatically converted into shares of Class A Common Stock of DCRN on a one-for-one basis pursuant to the amended and restated certificate of incorporation of DCRN. The shares of Class B Common Stock of DCRN were subject to adjustment pursuant to certain anti-dilution rights (which rights were waived by the Reporting Person in connection with the Business Combination) and had no expiration date.
F2	Pursuant to the terms of the Business Combination Agreement, by and among DCRN, Tritium, NewCo and Merger Sub, dated as of May 25, 2021, as amended on July 27, 2021 by the First Amendment to the Business Combination Agreement (the "Business Combination Agreement"), 9,702,500 shares of Class A Common Stock of DCRN were disposed of in exchange for an equal number of ordinary shares of NewCo.
F3	Pursuant to the terms of the Business Combination Agreement, warrants to purchase 7,067,263 shares of Class A Common Stock of DCRN, which will become exercisable 30 days after completion of the Business Combination, were assumed by NewCo in the Business Combination and replaced with warrants to purchase an equal number of ordinary share of NewCo. The 7,067,263 warrants were acquired by Decarbonization Plus Acquisition Sponsor II LLC pursuant to the Private Placement Warrants Purchase Agreement, dated February 3, 2021, and the Securities Agreement, dated June 9, 2021.
F4	Decarbonization Plus Acquisition Sponsor II LLC is the record holder of the securities reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which controls Decarbonization Plus Acquisition Sponsor II LLC.
F5	Each of Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre, Jr. may be deemed to have or share beneficial ownership of the securities held directly by Decarbonization Plus Acquisition Sponsor II LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.