Derek C. Johnson - Dec 8, 2021 Form 4 Insider Report for Decarbonization Plus Acquisition Corp III (SLDP)

Role
Chief Operating Officer
Signature
/s/ James Liebscher, attorney-in-fact on behalf of Derek C. Johnson
Stock symbol
SLDP
Transactions as of
Dec 8, 2021
Transactions value $
$0
Form type
4
Date filed
12/8/2021, 06:56 PM
Next filing
May 13, 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
transaction SLDP Stock Option (Right to Buy) Award -955K -50% 955K Dec 8, 2021 Common Stock 955K $0.17 Direct F1, F2
transaction SLDP Stock Option (Right to Buy) Award -955K -33.33% 1.91M Dec 8, 2021 Common Stock 955K $5.02 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 25% of the total number of shares issuable upon exercise of the option vested on January 27, 2021, and 1/36 of the remaining shares issuable upon exercise of the option vested or will vest, as applicable, monthly thereafter.
F2 On December 8, 2021, the Issuer completed 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 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) an exchange ratio calculated at closing (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.
F3 25% of the total number of 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 vested or will vest, as applicable, monthly thereafter.