Jeremy Bezdek - Dec 31, 2023 Form 3 Insider Report for FREYR Battery, Inc. /DE/ (FREY)

Role
Officer
Signature
/s/ Jeremy Bezdek
Stock symbol
FREY
Transactions as of
Dec 31, 2023
Transactions value $
$0
Form type
3
Date filed
1/10/2024, 05:49 PM
Next filing
Jan 17, 2024

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
holding FREY Stock Options (right to buy) Dec 31, 2023 Shares of Common Stock 50K $10.00 Direct F1, F2, F3
holding FREY Stock Options (right to buy) Dec 31, 2023 Shares of Common Stock 200K $7.35 Direct F2, F3, F4
holding FREY Stock Options (right to buy) Dec 31, 2023 Shares of Common Stock 150K $7.06 Direct F2, F3, F4
holding FREY Stock Options (right to buy) Dec 31, 2023 Shares of Common Stock 50K $11.83 Direct F2, F3, F5
holding FREY Restricted Stock Units (RSU) Dec 31, 2023 Shares of Common Stock 35.4K Direct F2, F3, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of compensatory options which vest annually over three years granted on June 15, 2022 pursuant to the FREYR 2021 LTIP (as defined herein) while Mr. Bezdek previously served as a director of the Predecessor Registrant (as defined herein). One-third (1/3) of the shares subject to compensatory options vested on July 9, 2022, and one-third (1/3) of the shares subject to compensatory options vested on July 9, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on July 9, 2024. Options typically are not forfeited for directors once their directorship relationship ends.
F2 As described in the issuer's registration statement on Form S-4 (File No. 333-274434), following the redomiciliation of FREYR Battery, the issuer's predecessor registrant (the "Predecessor Registrant") from Luxembourg to the State of Delaware on December 31, 2023, each right and obligation under the Predecessor Registrant's equity-based benefit and compensation plans and programs and agreements providing for the grant or award of restricted stock, stock units, stock options, warrants, stock appreciation rights, performance shares, performance units, dividend equivalent rights, and share awards, including the FREYR 2021 Equity Incentive Plan (amended and restated as of May 10, 2023) (the "FREYR 2021 LTIP"), (continued on footnote 3)
F3 (continued from footnote 2) was assumed by the issuer and converted to a corresponding equity award with respect to shares of the issuer's common stock, par value $0.01 per share (the "Common Stock"), on a one-to-one basis and each equity or equity-based award granted under the Predecessor Registrant was canceled and the recipient had no right or interest in such award or any underlying ordinary shares of the Predecessor Registrant other than receipt of a corresponding equity or equity-based award with respect to Common Stock.
F4 Consists of compensatory options which vest annually over three years granted on March 20, 2023 pursuant to the FREYR 2021 LTIP. One-third (1/3) of the shares subject to compensatory options shall vest on March 20, 2024. One-third (1/3) of the shares subject to compensatory options shall vest on March 20, 2025. One-third (1/3) of the shares subject to compensatory options shall vest on March 20, 2026. Options are typically forfeited when the employment relationship ends for employees.
F5 Consists of compensatory options which vest annually over three years granted on August 18, 2022 pursuant to the FREYR 2021 LTIP while Mr. Bezdek previously served as a director of the Predecessor Registrant. One-third (1/3) of the shares subject to compensatory options vested on August 18, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on August 18, 2024. One-third (1/3) of the shares subject to compensatory options shall vest on August 18, 2025. Options typically are not forfeited for directors once their directorship relationship ends.
F6 The cash-settled restricted stock units ("RSUs") will vest ratably over three years from the March 20, 2023 grant date. One-third (1/3) of the units shall vest on March 20, 2024. One-third (1/3) of the units shall vest on March 20, 2025. One-third (1/3) of the units shall vest on March 20, 2026.
F7 The RSUs will be settled solely in cash. Each cash-settled RSU is the economic equivalent of one share of Common Stock as of the time of vesting and settlement as determined by the terms of the applicable Restricted Stock Unit Award Agreement.

Remarks:

Officer title: Executive Vice President, Corporate Development & Early Assets Exhibit List Exhibit 24.1 - Power of Attorney