Jing Nealis - Sep 16, 2024 Form 4 Insider Report for SES AI Corp (SES)

Role
CHIEF FINANCIAL OFFICER
Signature
/s/ Kyle Pilkington, Attorney-in-Fact
Stock symbol
SES
Transactions as of
Sep 16, 2024
Transactions value $
-$59,250
Form type
4
Date filed
9/18/2024, 05:25 PM
Previous filing
Aug 30, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SES Class A Common Stock Options Exercise $5.2K +32.5K +1.64% $0.16 2.01M Sep 16, 2024 Direct F1, F2, F3
transaction SES Class A Common Stock Sale -$33.2K -32.5K -1.61% $1.02 1.98M Sep 16, 2024 Direct F1, F2, F3, F4
transaction SES Class A Common Stock Options Exercise $2.8K +17.5K +0.88% $0.16 2M Sep 17, 2024 Direct F1, F2, F3
transaction SES Class A Common Stock Sale -$22.8K -17.5K -0.88% $1.30 1.98M Sep 17, 2024 Direct F1, F2, F3
transaction SES Class A Common Stock Tax liability -$11.2K -11K -0.56% $1.02 1.97M Sep 17, 2024 Direct F2, F3, F5

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 Stock Option (Right to Buy) Options Exercise $0 -32.5K -2.86% $0.00 1.1M Sep 16, 2024 Class A Common Stock 32.5K $0.16 Direct F1, F6
transaction SES Stock Option (Right to Buy) Options Exercise $0 -17.5K -1.59% $0.00 1.09M Sep 17, 2024 Class A Common Stock 17.5K $0.16 Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The option exercise and sale of Class A Common Stock of the issuer was executed pursuant to a Rule 10b5-1 plan entered into by the Reporting Person on May 30, 2024.
F2 Includes 824,552 shares of Class A Common Stock underlying restricted stock units, which are subject to forfeiture until they vest.
F3 Includes 339,899 unvested shares of Class A Common Stock under a restricted share award granted on August 16, 2021. The restricted share award vested 25% on the first anniversary of the grant date and will vest in equal monthly installments over the following 36 months, subject to the reporting person's continued service on each vesting date.
F4 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.02 to $1.06, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
F5 Represents shares withheld to cover the Reporting Person's withholding tax obligations in connection with the vesting of a restricted share award. These shares were not sold by the Reporting Person.
F6 Reflects options granted on February 10, 2021 that will vest 25% on the first anniversary of the grant date and continue to vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continued service on the vesting date.