Jing Nealis - Apr 18, 2022 Form 4 Insider Report for SES AI Corp (SES)

Role: Chief Financial Officer
Signature: /s/ Joanne Ban, Attorney-in-Fact
Stock symbol: SES
Transactions as of: Apr 18, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/20/2022, 08:22 PM
Previous filing: Feb 11, 2022
Next filing: Aug 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SES	Class A Common Stock	Award	$0	+223K	+15.07%	$0.00	1.71M	Apr 18, 2022	Direct	F1, F2, F3

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	SES	Performance Vesting Restricted Stock Units	Award	$0	+223K		$0.00	223K	Apr 18, 2022	Class A Common Stock	223K		Direct	F4, F5

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

Explanation of Responses:

Id	Content
F1	Represents shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), underlying restricted stock units ("RSUs") granted to the reporting person on April 18, 2022 (the "Grant Date") pursuant to the Issuer's 2021 Incentive Award Plan. The RSUs will vest, and an equal number of shares of Class A Common Stock will be deliverable to the reporting person, in three equal installments on the first, second and third anniversaries of the Grant Date, subject to continued employment through each applicable vesting date.
F2	Includes 223,463 shares of Class A Common Stock underlying RSUs, which are subject to forfeiture until they vest.
F3	Includes 1,483,194 shares of Class A Common Stock 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.
F4	Represents shares of Class A Common Stock underlying performance vesting RSUs ("PSUs") granted to the reporting person on the Grant Date pursuant to the Issuer's 2021 Incentive Award Plan. The PSUs vest in one installment following the end of a three-year period (the "Initial Performance Period") commencing on the Grant Date, subject to the achievement of certain Class A Common Stock price milestones and the reporting person's continued employment through such date. If following the Initial Performance Period there are PSUs that have not vested, then such PSUs remain eligible to vest in an additional installment following the end of a five-year period commencing on the Grant Date, subject to the achievement of certain Class A Common Stock price milestones and the reporting person's continued employment through such date.
F5	(Continued from Footnote 4) For more information on these terms, see "Item 11. Executive Compensation-Compensation Arrangements for Fiscal 2022-Executive Officer Compensation" of the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The number of PSUs reported represents the maximum number of PSUs that may vest following certification by the Issuer's compensation committee.