Key facts
- This page summarizes Decarbonization Plus Acquisition Sponsor II, LLC's Form 4 filing for Decarbonization Plus Acquisition Corp II.
- 4 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 14 Jan 2022, 18:04.
Decarbonization Plus Acquisition Sponsor II, LLC - 13 Jan 2022 Form 4 Insider Report for Decarbonization Plus Acquisition Corp II
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 13 Jan 2022
- Net transaction value
- -$10,600,894
- Reporting owner signature
- Decarbonization Plus Acquisition Sponsor II LLC, /s/ Peter Haskopoulos, Managing Director
Source evidence
Original filing metadata and source links for verification.
3 source fields
Reporting owner
1 detail
Key filing fact
Decarbonization Plus Acquisition Sponsor II, LLC filed Form 4 for Decarbonization Plus Acquisition Corp II on 14 Jan 2022.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: -$10,600,894.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
DCRN
transaction
Class A Common Stock
Conversion of derivative security
- Transaction value
- Shares
- +9,702,500
- Change %
- Price
- Shares after
- 9,702,500
- Date
- 13 Jan 2022
- Ownership
- See Footnotes
- Footnotes
- F1, F4, F5
DCRN
transaction
Class A Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -9,702,500
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 13 Jan 2022
- Ownership
- See Footnotes
- Footnotes
- F2, F4, F5
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
DCRN
transaction
Derivative
Class B Common Stock
Conversion of derivative security
- Transaction value
- Shares
- -9,702,500
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 13 Jan 2022
- Ownership
- See Footnotes
- Underlying class
- Class A Common Stock
- Underlying amount
- 9,702,500
- Exercise price
- Footnotes
- F1, F4, F5
DCRN
transaction
Derivative
Warrants
Disposed to Issuer
- Transaction value
- $10,600,894
- Shares
- -7,067,263
- Change %
- -100%
- Price
- $1.50
- Shares after
- 0
- Date
- 13 Jan 2022
- Ownership
- See Footnotes
- Underlying class
- Class A Common Stock
- Underlying amount
- 7,067,263
- Exercise price
- $11.50
- Footnotes
- F3, F4, F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Decarbonization Plus Acquisition Sponsor II, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 5 footnotes
Footnote F1
In connection with the closing of the business combination (the "Business Combination") between Decarbonization Plus Acquisition Corporation II ("DCRN"), Hulk Merger Sub, Inc.("Merger Sub"), Tritium Holdings Pty Ltd ("Tritium") and Tritium DCFC Limited ("NewCo") on January 13, 2022, the Reporting Person's shares of Class B Common Stock of DCRN automatically converted into shares of Class A Common Stock of DCRN on a one-for-one basis pursuant to the amended and restated certificate of incorporation of DCRN. The shares of Class B Common Stock of DCRN were subject to adjustment pursuant to certain anti-dilution rights (which rights were waived by the Reporting Person in connection with the Business Combination) and had no expiration date.
Footnote F2
Pursuant to the terms of the Business Combination Agreement, by and among DCRN, Tritium, NewCo and Merger Sub, dated as of May 25, 2021, as amended on July 27, 2021 by the First Amendment to the Business Combination Agreement (the "Business Combination Agreement"), 9,702,500 shares of Class A Common Stock of DCRN were disposed of in exchange for an equal number of ordinary shares of NewCo.
Footnote F3
Pursuant to the terms of the Business Combination Agreement, warrants to purchase 7,067,263 shares of Class A Common Stock of DCRN, which will become exercisable 30 days after completion of the Business Combination, were assumed by NewCo in the Business Combination and replaced with warrants to purchase an equal number of ordinary share of NewCo. The 7,067,263 warrants were acquired by Decarbonization Plus Acquisition Sponsor II LLC pursuant to the Private Placement Warrants Purchase Agreement, dated February 3, 2021, and the Securities Agreement, dated June 9, 2021.
Footnote F4
Decarbonization Plus Acquisition Sponsor II LLC is the record holder of the securities reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which controls Decarbonization Plus Acquisition Sponsor II LLC.
Footnote F5
Each of Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre, Jr. may be deemed to have or share beneficial ownership of the securities held directly by Decarbonization Plus Acquisition Sponsor II LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.