4//SEC Filing
NIGGLI MICHAEL R 4
Accession 0000899243-21-044447
CIK 0001819438other
Filed
Nov 11, 7:00 PM ET
Accepted
Nov 12, 6:15 PM ET
Size
17.6 KB
Accession
0000899243-21-044447
Insider Transaction Report
Form 4
NIGGLI MICHAEL R
Director
Transactions
- Other
Common Stock
2021-11-09$10.00/sh+11,670$116,700→ 85,225 total(indirect: See footnote) - Other
Common Stock
2021-11-09$10.00/sh+11,670$116,700→ 85,225 total(indirect: See footnote) - Other
Common Stock
2021-11-09$10.00/sh+65,752$657,520→ 480,166 total - Other
Common Stock
2021-11-09$10.00/sh+11,670$116,700→ 85,225 total(indirect: See footnote) - Other
Common Stock
2021-11-09$10.00/sh+31,140$311,400→ 227,400 total(indirect: See footnote) - Other
Common Stock
2021-11-09$10.00/sh+11,670$116,700→ 85,225 total(indirect: See footnote)
Holdings
- 490,480(indirect: See footnote)
Common Stock
Footnotes (11)
- [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.
- [F10]The shares are held of record by the Michael R. Niggli Jr. 2021 Gift Trust for which the reporting person serves as trustee.
- [F11]The shares are held of record by the Linda Naviaux Niggli Trust for which the reporting person's spouse serves as trustee.
- [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).
- [F3]Effective as of November 9, 2021, the reporting person was entitled to receive 65,228 shares of Issuer common stock pursuant to the Earnout Rights and 524 shares of Issuer common stock pursuant to the Expense Shortfall.
- [F4]Effective as of November 9, 2021, the reporting person was entitled to receive 30,891 shares of Issuer common stock pursuant to the Earnout Rights and 249 shares of Issuer common stock pursuant to the Expense Shortfall.
- [F5]The shares are held of record by the Michael R. Niggli Family Trust for which the reporting person serves as trustee.
- [F6]Effective as of November 9, 2021, the reporting person was entitled to receive 11,577 shares of Issuer common stock pursuant to the Earnout Rights and 93 shares of Issuer common stock pursuant to the Expense Shortfall.
- [F7]The shares are held of record by the Chloe D. Niggli Gift Trust for which the reporting person serves as trustee.
- [F8]The shares are held of record by the Ian M. Niggli 2021 Gift Trust for which the reporting person serves as trustee.
- [F9]The shares are held of record by the Lorelei A. Niggli 2021 Gift Trust for which the reporting person serves as trustee.
Documents
Issuer
ESS Tech, Inc.
CIK 0001819438
Entity typeother
Related Parties
1- filerCIK 0001377160
Filing Metadata
- Form type
- 4
- Filed
- Nov 11, 7:00 PM ET
- Accepted
- Nov 12, 6:15 PM ET
- Size
- 17.6 KB