Gang Li - Feb 9, 2024 Form 4 Insider Report for SES AI Corp (SES)

Role: CHIEF MANUFACTURING OFFICER
Signature: /s/ Kyle Pilkington, Attorney-in-Fact
Stock symbol: SES
Transactions as of: Feb 9, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/12/2024, 07:30 PM
Previous filing: Apr 18, 2023
Next filing: Apr 17, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SES	Class A Common Stock	Award	$0	+127K	+101.27%	$0.00	253K	Feb 9, 2024	Direct	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	SES	Performance Vesting Restricted Stock Units	Award	$0	+127K		$0.00	127K	Feb 9, 2024	Class A Common Stock	127K		Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	Represents shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), underlying restricted stock units ("RSUs") granted to the reporting person on February 9, 2024 (the "Grant Date") pursuant to the Issuer's 2021 Incentive Award Plan. The RSUs will vest, and an equal number of shares of Class A Common Stock will be deliverable to the reporting person, in three equal installments on the first, second and third anniversaries of the Grant Date, subject to continued employment or service through each applicable vesting date.
F2	Includes 252,641 shares of Class A Common Stock underlying RSUs, which are subject to forfeiture until they vest.
F3	Represents shares of Class A Common Stock underlying performance vesting RSUs ("PSUs") granted to the reporting person on the Grant Date pursuant to the Issuer's 2021 Incentive Award Plan. The PSUs vest in one installment following the end of a three-year period (the "Initial Performance Period") commencing on the Grant Date, subject to the achievement of certain Class A Common Stock price milestones and the reporting person's continued employment or service through such date. If following the Initial Performance Period there are PSUs that have not vested, then such PSUs remain eligible to vest in an additional installment following the end of a five-year period commencing on the Grant Date, subject to the achievement of certain Class A Common Stock price milestones and the reporting person's continued employment or service through such date.
F4	The number of PSUs reported represents the maximum number of PSUs that may vest following certification by the Issuer's compensation committee. The share price thresholds for vesting of the PSUs are as follows: under $12.5, 0%; $12.5 or greater, 25%; $15 or greater, 50%; $17.5 or greater, 75%; and $20 or greater, 100%. A specified percentage of the PSUs will vest based on the average closing price of Class A Common Stock during any consecutive 100-calendar-day period during the Initial Performance Period, assuming that the average closing price during the last 30-calendar-day period in the Initial Performance also exceeds the highest share price threshold achieved. Otherwise, the number of PSUs that vest will be based on the average closing price during the last 30 calendar days of the Initial Performance Period using the same share price thresholds.