Hong Gan - Feb 3, 2022 Form 3 Insider Report for SES AI Corp (SES)

Role
Chief Science 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, 08:28 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 593K $0.15 Direct F1, F5
holding SES Stock Option Feb 3, 2022 Class A Common Stock 84.2K $0.14 Direct F2, F5
holding SES Stock Option Feb 3, 2022 Class A Common Stock 1.19M $0.16 Direct F3, F5
holding SES Earnout Shares Feb 3, 2022 Class A Common Stock 187K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects options granted on March 14, 2019 that vested 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.
F2 Reflects fully vested options granted on April 1, 2020, subject to the Reporting Person's continued service on the vesting date.
F3 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.
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 5). The Earn-Out Restricted Shares were placed into escrow at the Closing (as defined in footnote 5) 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 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 Science 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