Brook F. Porter - Jul 20, 2021 Form 4/A - Amendment Insider Report for Proterra Inc (PTRA)

Role: Director
Signature: /s/ Joshua Damm, Attorney-in-Fact
Stock symbol: PTRA
Transactions as of: Jul 20, 2021
Transactions value $: $346,103
Form type: 4/A - Amendment
Date filed: 8/25/2021, 06:51 PM
Date Of Original Report: Jul 22, 2021
Previous filing: Jun 16, 2021
Next filing: Dec 1, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PTRA	Common Stock	Award	$346K	+38.8K	+1.1%	$8.93^*	3.57M	Jul 20, 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	This Form 4 amendment is being filed to include holdings inadvertently omitted from the original Form 4 filed on July 22, 2021 and to correct the amount of securities beneficially owned following the reported transactions. On July 19, 2021, Issuer determined that G2VP I, LLC 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 G2VP I, LLC to receive additional shares became fixed and irrevocable on June 14, 2021, the effective date of the merger.
F2	G2VP I, LLC, for itself and as nominee for G2VP Founders Fund I, LLC ("G2VP"), is the record holder of the securities reported herein. The Reporting Person, together with Ben Kortlang, David Mount and Daniel Oros, is a managing member of G2VP I Associates, LLC, which is the managing member of G2VP, and may be deemed to share voting and dispositive control over the shares held by G2VP. G2VP I Associates, LLC and each of its managing members disclaim beneficial ownership of these shares held by G2VP except to the extent of any pecuniary interest therein.

Content

This Form 4 amendment is being filed to include holdings inadvertently omitted from the original Form 4 filed on July 22, 2021 and to correct the amount of securities beneficially owned following the reported transactions. On July 19, 2021, Issuer determined that G2VP I, LLC 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 G2VP I, LLC to receive additional shares became fixed and irrevocable on June 14, 2021, the effective date of the merger.

G2VP I, LLC, for itself and as nominee for G2VP Founders Fund I, LLC ("G2VP"), is the record holder of the securities reported herein. The Reporting Person, together with Ben Kortlang, David Mount and Daniel Oros, is a managing member of G2VP I Associates, LLC, which is the managing member of G2VP, and may be deemed to share voting and dispositive control over the shares held by G2VP. G2VP I Associates, LLC and each of its managing members disclaim beneficial ownership of these shares held by G2VP except to the extent of any pecuniary interest therein.