Breakthrough Energy Ventures, LLC - 09 Nov 2021 Form 4 Insider Report for ESS Tech, Inc. (GWH)

Reporting relationship: 10%+ Owner
Issuer ticker: GWH
Reported as of: 09 Nov 2021
Net transaction value: $0
SEC form: 4
Accepted by SEC: 12 Nov 2021, 18:38:34 UTC
Prior SEC filing: 18 Oct 2021
Source filing: View source filing
Reporting owner signature: BREAKTHROUGH ENERGY VENTURES, LLC By: BREAKTHROUGH ENERGY INVESTMENTS, LLC, its manager By: /s/ Christian Garcia Name: Christian Garcia Title: Authorized Signatory

Key filing fact

Breakthrough Energy Ventures, LLC filed Form 4 for ESS Tech, Inc. (GWH) on 12 Nov 2021.

Key facts

This page summarizes Breakthrough Energy Ventures, LLC's Form 4 filing for ESS Tech, Inc. (GWH).
2 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 12 Nov 2021, 18:38.

Change

Previous filing in this sequence was filed on 18 Oct 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.

GWH transaction

Common Stock, $0.0001 par value per share

Other

Transaction value: $0
Shares: +2,500,751
Change %: +16%
Price: $0.000000
Shares after: 18,558,721
Date: 09 Nov 2021
Ownership: Direct
Footnotes: F1, F2

GWH transaction

Common Stock, $0.0001 par value per share

Other

Transaction value: $0
Shares: +20,096
Change %: +0.11%
Price: $0.000000
Shares after: 18,558,721
Date: 09 Nov 2021
Ownership: Direct
Footnotes: F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Breakthrough Energy Ventures, 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 3 footnotes

Footnote F1

Pursuant to an "earnout" provision of the Agreement and Plan of Merger, dated as of May 6, 2021 (the "Merger Agreement"), by and among ACON S2 Acquisition Corp, SCharge Merger Sub, Inc., and ESS Tech, Inc. (the "Issuer"), the reporting person is entitled to receive additional shares of Issuer common stock, for no additional consideration, if the volume weighted average price of Issuer common stock over twenty trading days within any thirty trading day period exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $12.50, and one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00.

Footnote F2

Each of these conditions was met as of November 9, 2021. Effective as of November 9, 2021, the reporting person was entitled to receive 2,500,751 shares of Issuer common stock pursuant to the Earnout Rights.

Footnote F3

Following the closing of the merger, the Issuer determined that aggregate Transaction Expenses (as defined in the Merger Agreement) were lower than had been estimated at the time of closing. Pursuant to the Merger Agreement, this lower amount of Transaction Expenses resulted in an Expense Shortfall (as defined therein), which increased the Adjusted Equity Value (as defined therein). Effective as of November 9, 2021, the reporting person was entitled to receive and 20,096 shares of Issuer common stock pursuant to the Expense Shortfall.