Breakthrough Energy Ventures, LLC - Nov 9, 2021 Form 4 Insider Report for ESS Tech, Inc. (GWH)

Role
10%+ Owner
Signature
BREAKTHROUGH ENERGY VENTURES, LLC By: BREAKTHROUGH ENERGY INVESTMENTS, LLC, its manager By: /s/ Christian Garcia Name: Christian Garcia Title: Authorized Signatory
Stock symbol
GWH
Transactions as of
Nov 9, 2021
Transactions value $
$0
Form type
4
Date filed
11/12/2021, 06:38 PM
Previous filing
Oct 18, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWH Common Stock, $0.0001 par value per share Other $0 +2.5M +15.57% $0.00 18.6M Nov 9, 2021 Direct F1, F2
transaction GWH Common Stock, $0.0001 par value per share Other $0 +20.1K +0.11% $0.00 18.6M Nov 9, 2021 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Breakthrough Energy Ventures, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to an "earnout" provision of the Agreement and Plan of Merger, dated as of May 6, 2021 (the "Merger Agreement"), by and among ACON S2 Acquisition Corp, SCharge Merger Sub, Inc., and ESS Tech, Inc. (the "Issuer"), the reporting person is entitled to receive additional shares of Issuer common stock, for no additional consideration, if the volume weighted average price of Issuer common stock over twenty trading days within any thirty trading day period exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $12.50, and one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00.
F2 Each of these conditions was met as of November 9, 2021. Effective as of November 9, 2021, the reporting person was entitled to receive 2,500,751 shares of Issuer common stock pursuant to the Earnout Rights.
F3 Following the closing of the merger, the Issuer determined that aggregate Transaction Expenses (as defined in the Merger Agreement) were lower than had been estimated at the time of closing. Pursuant to the Merger Agreement, this lower amount of Transaction Expenses resulted in an Expense Shortfall (as defined therein), which increased the Adjusted Equity Value (as defined therein). Effective as of November 9, 2021, the reporting person was entitled to receive and 20,096 shares of Issuer common stock pursuant to the Expense Shortfall.