Jing Nealis - Feb 3, 2022 Form 3 Insider Report for SES AI Corp (SES)

Role: Chief Financial Officer
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, 08:25 PM
Next filing: Apr 20, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	SES	Class A Common Stock						1.48M	Feb 3, 2022	Direct	F1

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	1.19M	$0.16	Direct	F2, F4
holding	SES	Earnout Shares							Feb 3, 2022	Class A Common Stock	268K		Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	Includes shares under a restricted share award granted on August 16, 2021 that will vest 25% on the first anniversary of the grant date and in equal monthly installments over the following 36 months, subject to the Reporting Person's continued service on the vesting date.
F2	Reflects options granted on February 10, 2021 that will vest 25% on the first anniversary of the grant date and continue to vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continued service on the vesting date.
F3	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 4). The Earn-Out Restricted Shares were placed into escrow at the Closing (as defined in footnote 4) 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.
F4	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 Chief Financial Officer of Old SES and is continuing in such role 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 Securities and Exchange Commission on February 8, 2022.

Remarks:

See Exhibit 24.1 - Power of Attorney