Jochen M. Goetz - 23 Aug 2021 Form 4 Insider Report for Proterra Inc

Role: Director
Signature: /s/ Joshua Damm, Attorney-in-Fact
Issuer symbol: N/A
Transactions as of: 23 Aug 2021
Net transactions value: +$1,874,919
Form type: 4
Filing time: 25 Aug 2021, 18:48:26 UTC
Previous filing: 16 Jun 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PTRA	Common Stock	Award	$1,874,919	+210,075	+2.2%	$8.92^*	9,618,260	23 Aug 2021	See Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	On July 19, 2021, Issuer determined that Daimler Trucks & Buses US Holding Inc. ("DTBUS") became entitled to receive these shares of common stock pursuant to the earnout provision set forth in Section 3.09(a)(i) of the Agreement and Plan of Merger, dated as of January 11, 2021, by and among Proterra Inc (formerly ArcLight Clean Transition Corp.), Phoenix Merger Sub, Inc., and Proterra Operating Company, Inc. (formerly Proterra Inc)(the "Merger Agreement"). The price per share indicated on this form is based on the deemed value of the common stock on the date the Merger Agreement was signed. The right of DTBUS to receive additional shares became fixed and irrevocable on June 14, 2021, the effective date of the merger. Pursuant to an agreement between DTBUS and Issuer, Issuer delayed the delivery of earnout stock until receipt of DTBUS' written consent to accept delivery of such shares on August 23, 2021.
F2	DTBUS is the record holder of the securities reported herein. The reporting person is the DTBUS designee to the Issuer's board of directors, and is employed by Daimler Truck AG, the parent company of DTBUS. The reporting person is a member of various M&A approval bodies of Daimler AG and its subsidiaries, and as a result may be, directly or indirectly, have voting and dispositive control over the shares held by DTBUS.

Content

On July 19, 2021, Issuer determined that Daimler Trucks & Buses US Holding Inc. ("DTBUS") became entitled to receive these shares of common stock pursuant to the earnout provision set forth in Section 3.09(a)(i) of the Agreement and Plan of Merger, dated as of January 11, 2021, by and among Proterra Inc (formerly ArcLight Clean Transition Corp.), Phoenix Merger Sub, Inc., and Proterra Operating Company, Inc. (formerly Proterra Inc)(the "Merger Agreement"). The price per share indicated on this form is based on the deemed value of the common stock on the date the Merger Agreement was signed. The right of DTBUS to receive additional shares became fixed and irrevocable on June 14, 2021, the effective date of the merger. Pursuant to an agreement between DTBUS and Issuer, Issuer delayed the delivery of earnout stock until receipt of DTBUS' written consent to accept delivery of such shares on August 23, 2021.

DTBUS is the record holder of the securities reported herein. The reporting person is the DTBUS designee to the Issuer's board of directors, and is employed by Daimler Truck AG, the parent company of DTBUS. The reporting person is a member of various M&A approval bodies of Daimler AG and its subsidiaries, and as a result may be, directly or indirectly, have voting and dispositive control over the shares held by DTBUS.