Daniel R. Revers - 14 Jun 2021 Form 4 Insider Report for ArcLight Clean Transition Corp.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
16 Jun 2021, 21:19:58 UTC
Prior SEC filing
10 May 2021
Next SEC filing
08 Jun 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Daniel R. Revers

Key filing fact

Daniel R. Revers filed Form 4 for ArcLight Clean Transition Corp. on 16 Jun 2021.

Key facts

  • This page summarizes Daniel R. Revers's Form 4 filing for ArcLight Clean Transition Corp..
  • 5 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 16 Jun 2021, 21:19.

Change

  • Previous filing in this sequence was filed on 10 May 2021.
  • Current net transaction value: $0.

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

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PTRA transaction

Common Stock

Conversion of derivative security

Transaction value
Shares
+6,797,500
Change %
Price
Shares after
6,797,500
Date
14 Jun 2021
Ownership
See footnote
Footnotes
F1, F2, F3
PTRA transaction

Common Stock

Other

Transaction value
Shares
-428
Change %
-0.01%
Price
Shares after
6,797,072
Date
14 Jun 2021
Ownership
See footnote
Footnotes
F1, F2, F3
PTRA transaction

Common Stock

Other

Transaction value
Shares
+600,000
Change %
+8.8%
Price
Shares after
7,397,072
Date
14 Jun 2021
Ownership
See footnote
Footnotes
F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

PTRA transaction Derivative

Class B Ordinary Shares

Conversion of derivative security

Transaction value
Shares
-6,797,500
Change %
-100%
Price
Shares after
0
Date
14 Jun 2021
Ownership
See footnote
Underlying class
Common Stock
Underlying amount
6,797,500
Exercise price
Footnotes
F1, F2
PTRA transaction Derivative

Warrants

Other

Transaction value
Shares
+7,550,000
Change %
Price
Shares after
7,550,000
Date
14 Jun 2021
Ownership
See footnote
Underlying class
Common Stock
Underlying amount
7,550,000
Exercise price
Footnotes
F1, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Daniel R. Revers is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

7,397,072 shares of common stock, par value $0.0001 ("New Proterra Common Stock"), of New Proterra (as defined below) are held directly by ArcLight CTC Holdings, L.P. a Delaware limited liability partnership (the "Sponsor") and 600,000 shares of New Proterra Common Stock are held directly by ArcLight CTC Investors, LLC, a Delaware limited liability company ("ArcLight Investor"). Daniel R. Revers has voting and investment discretion with respect to the securities held by each of the Sponsor and ArcLight Investor, and thus may be deemed to have beneficial ownership of such securities. Mr. Revers expressly disclaims any such beneficial ownership of such securities, except to the extent of his individual pecuniary interests therein. The business address of Sponsor, ArcLight Investor and Mr. Revers is 200 Clarendon Street, 55th Floor, Boston, MA, 02116.

Footnote F2

Pursuant to the Agreement and Plan of Merger, dated January 11, 2021, by and among ArcLight Clean Transition Corp., a Cayman Islands exempted company (the "Company"), Phoenix Merger Sub, Inc., a Delaware corporation, and Proterra Inc, a Delaware corporation ("Proterra"), the parties effected a business combination transaction ("Business Combination") on June 14, 2021. In connection with the Business Combination, the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "Proterra Inc" ("New Proterra"). In connection with the Domestication, 6,797,500 of Sponsor's Class B ordinary shares, par value $0.0001, of the Company, which were previously convertible into Class A ordinary shares, par value $0.0001, of the Company ("Class A ordinary shares") converted into shares of common stock, par value $0.0001, of New Proterra ("New Proterra Common Stock") simultaneously with the closing of the Business Combination.

Footnote F3

Continuation of Footnote 2: Sponsor then forfeited and surrendered for no consideration 428 shares of New Proterra Common Stock. After giving effect to this transaction, Daniel R. Revers will own less than 10% of the outstanding common stock of New Proterra. In connection with the consummation of the Business Combination and pursuant to the subscription agreement between ArcLight Investor and the Company, ArcLight Investor acquired 600,000 shares of New Proterra Common Stock for an aggregate purchase price of $6,000,000.

Footnote F4

In connection with the Domestication, 7,550,000 of the private placement warrants of the Company ("ArcLight Private Placement Warrants") held by Sponsor, which previously entitled Sponsor to purchase one Class A Ordinary Share at a price of $11.50 per whole share at any time commencing on the later of one year from the closing of the Company's initial public offering or 30 days after the completion of an initial business combination of the Company, were converted into private placement warrants of Proterra (each a "New Proterra Private Placement Warrant") simultaneously with the closing of the Business Combination, with each whole New Proterra Private Placement Warrant entitling the holder thereof to the right to purchase one share of New Proterra Common Stock.

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