Key facts
- This page summarizes SOFTBANK GROUP CORP.'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, 19:10.
SOFTBANK GROUP CORP. - 09 Nov 2021 Form 4 Insider Report for ESS Tech, Inc. (GWH)
- Reporting relationship
- Director, 10%+ Owner
- Issuer ticker
- GWH
- Reported as of
- 09 Nov 2021
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 12 Nov 2021, 19:10:35 UTC
- Prior SEC filing
- 18 Oct 2021
- Next SEC filing
- 22 Nov 2021
- Source filing
- View source filing
- Reporting owner signature
- /s/ Natsuko Ohga, head of Corporate Legal Department of Softbank Group Corp.
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
SOFTBANK GROUP CORP. filed Form 4 for ESS Tech, Inc. (GWH) on 12 Nov 2021.
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
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.
GWH
transaction
Common Stock
Other
- Transaction value
- $0
- Shares
- +4,204,936
- Change %
- +13%
- Price
- $0.000000
- Shares after
- 35,919,908
- Date
- 09 Nov 2021
- Ownership
- See footnote
- Footnotes
- F1, F3
GWH
transaction
Common Stock
Other
- Transaction value
- $0
- Shares
- +33,791
- Change %
- +0.09%
- Price
- $0.000000
- Shares after
- 35,953,699
- Date
- 09 Nov 2021
- Ownership
- See footnote
- Footnotes
- F1, F2, F3
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
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. Each of these conditions was met as of November 9, 2021.
Footnote F2
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 4,204,936 shares of Issuer common stock pursuant to the Earnout Rights and 33,791 shares of Issuer common stock pursuant to the Expense Shortfall.
Footnote F3
These shares are held directly by SB Energy Global Holdings One Ltd. ("Holdings One"), a wholly owned subsidiary of SB Energy Global Holdings Limited, which is a wholly owned subsidiary of SoftBank Group Capital Ltd, which is a wholly owned subsidiary of SoftBank Group Corp. ("SoftBank"). SoftBank may be deemed to have voting and dispositive power with respect to the shares held by Holdings One.
SEC remarks
Rich Hossfeld, an executive officer of Holdings One is a member of the Board of Directors of the Issuer. As a result the Reporting Person may be a director by deputization for Section 16 purposes. Mr. Hossfeld disclaims beneficial ownership of the shares of common stock reported in this filing, except to the extent of his pecuniary interest therein.