Horizon Fuel Cell Technologies Pte Ltd - Dec 20, 2023 Form 4 Insider Report for Hyzon Motors Inc. (HYZN)

Role
10%+ Owner
Signature
/s/ Gu Zhijun (George), Chairman
Stock symbol
HYZN
Transactions as of
Dec 20, 2023
Transactions value $
-$52,792
Form type
4
Date filed
12/22/2023, 04:16 PM
Previous filing
Dec 30, 2022
Next filing
Jan 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HYZN Class A Common Stock, par value $0.0001 per share Other -$52.8K -52.8M -33.91% $0.00* 103M Dec 20, 2023 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The disposition of the shares of Class A Common Stock, par value $0.0001 per share ("Shares"), of Hyzon Motors Inc. (the "Issuer") reported herein was in connection with a restructuring ("the Restructuring") of Horizon Fuel Cell Technologies Pte. Ltd. ("Horizon"), which indirectly through subsidiaries owns a majority of the Issuer, pursuant to which Horizon and Hymas Pte. Ltd., an indirect subsidiary of Horizon ("Hymas"), sold or otherwise transferred Shares (or rights to acquire Shares) to certain of their securityholders and affiliates thereof. Horizon and Hymas are reporting persons on a Schedule 13D as part of a "group" (as defined in Rule 13d-5 of the Securities Exchange Act of 1934). Each such reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.
F2 Consists of (i) 59,051,019 Shares owned of record by Horizon and (ii) 43,816,558 Shares owned of record by Hymas. Horizon indirectly owns 75.83% of Hymas.
F3 A portion of the shares reported herein as beneficially owned by Horizon and Hymas are subject to (i) in the case of Horizon, (X) call option agreements with certain securityholders of Horizon, pursuant to which such securityholders have the right to purchase Shares from Horizon and (Y) issuance and transfer to certain securityholders of Horizon in exchange for shares of tracking stock that are intended to track the financial performance of the Shares ("T-Shares"), and (ii) in the case of Hymas call option agreements with certain securityholders of Horizon and one of its affiliates, pursuant to which such securityholders have the right to purchase Shares from Hymas. Horizon and Hymas, as applicable, each remains the beneficial owner of Shares issuable upon the exercise or exchange of the aforementioned options and T-Shares.