Horizon Fuel Cell Technologies Pte Ltd - Jan 17, 2024 Form 4 Insider Report for Hyzon Motors Inc. (HYZN)

Role
10%+ Owner
Signature
/s/ Gu Zhijun (George), Chairman
Stock symbol
HYZN
Transactions as of
Jan 17, 2024
Transactions value $
-$54,000
Form type
4
Date filed
1/19/2024, 06:46 PM
Previous filing
Dec 22, 2023
Next filing
Jan 23, 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 Sale -$54K -90K -0.09% $0.60 99M Jan 17, 2024 See Footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Horizon Fuel Cell Technologies Pte. Ltd. ("Horizon"), which indirectly through subsidiaries owns 75.83% of Hymas Pte. Ltd. ("Hymas"), 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 Of the shares of Class A Common Stock, par value $0.0001 per share ("Shares"), of Hyzon Motors Inc. (the "Issuer") reported herein, 2,360,000 Shares (the "Nominee Shares" are owned directly by Theodore H. Swindells (the "Shareholder"), pursuant to a Nominee Agreement between Hymas and the Shareholder, dated as of December 28, 2023 (the "Nominee Agreement"), between Hymas and the Shareholder. Pursuant to the Nominee Agreement, Hymas retains voting and investment power over the Nominee Shares, and remains the beneficial owner of such Nominee Shares.
F3 Consists of (i) 59,030,581 Shares owned of record by Horizon, (ii) 37,596,967 Shares owned of record by Hymas, and (iii) 2,360,000 Shares owned of record by the Shareholder.
F4 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.