John J. Stephens - Dec 8, 2021 Form 4 Insider Report for Decarbonization Plus Acquisition Corp III (SLDP)

Role: Director
Signature: /s/ James Liebscher, attorney-in-fact on behalf of John Stephens
Stock symbol: SLDP
Transactions as of: Dec 8, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/8/2021, 07:03 PM
Previous filing: Oct 4, 2021
Next filing: Jan 4, 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		-382K	-50%		382K	Dec 8, 2021	Common Stock	382K	$5.92	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	1/3 of the total number of shares issuable upon exercise of the option will vest on each of September 29, 2022, September 29, 2023, and September 29, 2024.
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.

Content

1/3 of the total number of shares issuable upon exercise of the option will vest on each of September 29, 2022, September 29, 2023, and September 29, 2024.

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.