Qichao Hu - Feb 3, 2022 Form 3 Insider Report for SES AI Corp (SES)

Role
CEO & Chairman, Director, 10%+ Owner
Signature
/s/ Joanne Ban, Attorney-in-Fact
Stock symbol
SES
Transactions as of
Feb 3, 2022
Transactions value $
$0
Form type
3
Date filed
2/11/2022, 08:21 PM
Next filing
Apr 20, 2022

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 SES Stock Option Feb 3, 2022 Class A Common Stock 91.6K $0.14 Direct F1, F7
holding SES Class B Common Stock Feb 3, 2022 Class A Common Stock 27.9M Direct F2, F7
holding SES Class B Common Stock Feb 3, 2022 Class A Common Stock 12M See footnote F2, F3, F7
holding SES Earnout Shares Feb 3, 2022 Class A Common Stock 9.18K Direct F4, F7
holding SES Earnout Shares Feb 3, 2022 Class B Common Stock 2.8M Direct F5, F7
holding SES Earnout Shares Feb 3, 2022 Class B Common Stock 1.2M See footnote F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects fully vested options granted on April 1, 2020, subject to the Reporting Person's continued service on the vesting date.
F2 Each share of Class B common stock, par value $0.0001 per share, of the Issuer ("Class B Common Stock"), is convertible on a one-for-one basis into a share of Class A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock"), at the holder's option or otherwise automatically upon the occurrence of certain events. For more information on such events, see the Issuer's current report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 8, 2022.
F3 Includes (1) 3,988,144 shares of Class B Common Stock held by First State Trust Company, as Trustee of the Qichao Hu 2021 Irrevocable Trust, (2) 3,988,144 shares of Class B Common Stock held by First State Trust Company, As Trustee of the Qichao Hu Family Delaware Trust and (3) 3,988,144 shares of Class B Common Stock held by Qichao Hu, as the Trustee of the Qichao Hu 2021 Annuity Trust March 31, 2021. These shares may be deemed to be indirectly beneficially owned by the Reporting Person.
F4 Reflects the right to receive earn-out shares of Class A Common Stock (the "Earn-Out Restricted Shares") pursuant to the Business Combination Agreement (as defined in footnote 7). The Earn-Out Restricted Shares were placed into escrow at the Closing (as defined in footnote 7) and shall vest on the date that the closing price of the shares of the Class A common stock equals or exceeds $18.00 during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing. The vesting of the Earn-Out Restricted Shares is also subject to the Reporting Person's continued service on the vesting date.
F5 Reflects the right to receive earn-out shares of Class B Common Stock ("Founder Earn-Out Shares") pursuant to the Business Combination Agreement (as defined in footnote 7). The Founder Earn-Out Shares were placed into escrow at the Closing (as defined in footnote 7) and shall vest on the date that the closing price of the shares of the Class A common stock equals or exceeds $18.00 during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing.
F6 Includes the right to receive (1) 399,979 Founder Earn-Out Shares by First State Trust Company, as Trustee of the Qichao Hu 2021 Irrevocable Trust, (2) 399,979 Founder Earn-Out Shares by First State Trust Company, As Trustee of the Qichao Hu Family Delaware Trust and (3) 399,979 Founder Earn-Out Shares by Qichao Hu, as the Trustee of the Qichao Hu 2021 Annuity Trust March 31, 2021. These shares may be deemed to be indirectly beneficially owned by the Reporting Person.
F7 Reflects securities outstanding following and as a result of the closing ("Closing") of the Business Combination Agreement, dated July 12, 2021 and as amended on September 20, 2021 (the "Business Combination Agreement"), by and among Ivanhoe Capital Acquisition Corp. (the "Issuer"), Wormhole Merger Sub Pte. Ltd. and SES Holdings Pte. Ltd. ("Old SES"). As of Closing, which occurred on February 3, 2022, the Issuer domesticated as a Delaware corporation and changed its name to "SES AI Corporation," and Old SES became a wholly-owned subsidiary of the Issuer. The Reporting Person was founder, chief executive officer and director of Old SES and is continuing in such roles at the Issuer following Closing, and, as such, the Reporting Person's equity securities in Old SES were converted at Closing into equity securities of the Issuer. For more information, see the Issuer's current report on Form 8-K filed with the SEC on February 8, 2022.

Remarks:

See Exhibit 24.1 - Power of Attorney