Breakthrough Energy Ventures, LLC 4
4 · ESS Tech, Inc. · Filed Nov 12, 2021
Insider Transaction Report
Form 4
Breakthrough Energy Ventures, LLC
10% Owner
Transactions
- Other
Common Stock, $0.0001 par value per share
2021-11-09+2,500,751→ 18,558,721 total - Other
Common Stock, $0.0001 par value per share
2021-11-09+20,096→ 18,558,721 total
Footnotes (3)
- [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.
- [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.
- [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.