Kevin Paprzycki - Dec 8, 2021 Form 4 Insider Report for Decarbonization Plus Acquisition Corp III (SLDP)

Role: CFO and Treasurer
Signature: /s/ James Liebscher, attorney-in-fact on behalf of Kevin Paprzycki
Stock symbol: SLDP
Transactions as of: Dec 8, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/8/2021, 07:05 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		+1.03M			1.03M	Dec 8, 2021	Common Stock	1.03M	$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	25% of the total number of shares issuable upon exercise of the option will vest on October 25, 2022, and 1/36 of the remaining shares issuable upon exercise of the option vest 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.

Content

25% of the total number of shares issuable upon exercise of the option will vest on October 25, 2022, and 1/36 of the remaining shares issuable upon exercise of the option vest monthly thereafter.

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.