David B. Jansen - Dec 8, 2021 Form 4 Insider Report for Decarbonization Plus Acquisition Corp III (SLDP)

Role: President, Director
Signature: /s/ James Liebscher, attorney-in-fact on behalf of David B. Jansen
Stock symbol: SLDP
Transactions as of: Dec 8, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/8/2021, 06:55 PM
Next filing: May 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SLDP	Common Stock	Award		+795K			795K	Dec 8, 2021	Direct	F1, F2

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	SLDP	Stock Option (Right to Buy)	Award		+1.59M			1.59M	Dec 8, 2021	Common Stock	1.59M	$0.03	Direct	F3
transaction	SLDP	Stock Option (Right to Buy)	Award		+1.27M	+80%		2.86M	Dec 8, 2021	Common Stock	1.27M	$5.02	Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	Reflects shares of Common Stock, par value $0.0001, of the Issuer acquired upon the completion of the merger (the "Merger") pursuant to the as amended Business Combination Agreement and Plan of Reorganization, by and among the Issuer, a wholly owned subsidiary of the Issuer, and Solid Power, Inc. ("Solid Power"). At the effective time of the Merger (the "Effective Time"), each share of Solid Power common stock issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive the number of shares of Common Stock of the Issuer equal to an exchange ratio calculated at closing (the "Exchange Ratio").
F2	In connection with the Merger, at the Effective Time, each share of Solid Power common stock issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive the number of shares of Common Stock of the Issuer equal to the Exchange Ratio.
F3	At the Effective Time, each Solid Power option was converted into an option to purchase a number of shares of Common Stock of the Issuer, equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Solid Power Common Stock subject to such Solid Power Option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Solid Power Option immediately prior to the Effective Time divided by (B) the Exchange Ratio.
F4	25% of the shares issuable upon exercise of the option will vest on August 3, 2022, and 1/36 of the remaining shares issuable upon exercise of the option will vest monthly thereafter.