Gu Zhijun - Dec 20, 2023 Form 4/A Insider Report for Hyzon Motors Inc. (HYZN)

Role
Former Director
Signature
/s/ Gu Zhijun (George),
Stock symbol
HYZN
Transactions as of
Dec 20, 2023
Transactions value $
$15,710
Form type
4/A
Date filed
1/2/2024, 06:48 PM
Date Of Original Report
Sep 18, 2023
Previous filing
Sep 18, 2023

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 $1.87K +1.87M +842.49% $0.00* 2.09M Dec 20, 2023 See footnote F1, F2

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 HYZN T-Shares Other $13.8K +13.8M $0.00* 13.8M Dec 20, 2023 Class A Common Stock, par value $0.0001 per share 13.8M $0.00 See footnote F2, F4
holding HYZN Employee Stock Options 5.54M Dec 20, 2023 Class A Common Stock, par value $0.0001 per share 5.54M $1.13 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gu Zhijun is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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 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. The acquired shares were purchased directly from Hymas in the Restructuring.
F2 The securities reported herein are owned directly by Catalyst GZJ Holdings Limited, a British Virgin Islands business company ("Catalyst"). As the sole shareholder of Catalyst, Mr. Gu may be deemed to beneficially own the securities of the Issuer held by Catalyst. Mr. Gu disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
F3 Employee stock options under the Hyzon Motors Inc. 2020 Stock Incentive Plan, granted on November 12, 2020; options vested on January 4, 2021 and will expire on December 30, 2035.
F4 The securities reported herein are shares of tracking stock intended to track the financial performance of the Shares ("T-Shares"). Mr. Gu acquired these T-Shares from Horizon pursuant to the Restructuring. Such T-Shares are exchangeable for Shares during specified exercise windows at the election of the holder based on an exchange ratio of one T-Share for one Share. On the tenth anniversary of their issuance, any outstanding T-Shares will be automatically exchanged for Shares.

Remarks:

This amended Form 4 is being filed to correct errors from the initial filing for the reporting person's ownership of securities of Hyzon. This constitutes an exit filing, as this reporting person is no longer a director of the Issuer.