Tepper Jeffrey 4
4 · Decarbonization Plus Acquisition Corp II · Filed Jan 14, 2022
Insider Transaction Report
Form 4
Tepper Jeffrey
Director
Transactions
- Disposition to Issuer
Class A Common Stock
2022-01-13−40,000→ 0 total - Conversion
Class B Common Stock
2022-01-13−40,000→ 0 total→ Class A Common Stock (40,000 underlying) - Conversion
Class A Common Stock
2022-01-13+40,000→ 40,000 total
Footnotes (2)
- [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 in connection with the Business Combination) and had no expiration date.
- [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, 40,000 shares of Class A Common Stock of DCRN were disposed of in exchange for an equal number of ordinary shares of NewCo.