4//SEC Filing
HORIZON FUEL CELL TECHNOLOGIES PTE LTD 4
Accession 0001213900-24-050325
CIK 0001716583other
Filed
Jun 5, 8:00 PM ET
Accepted
Jun 6, 3:04 PM ET
Size
11.9 KB
Accession
0001213900-24-050325
Insider Transaction Report
Form 4
Transactions
- Sale
Class A Common Stock, par value $0.0001 per share
2024-06-05$0.51/sh−199,392$101,690→ 89,034,094 total(indirect: See Footnotes) - Sale
Class A Common Stock, par value $0.0001 per share
2024-06-04$0.52/sh−217,971$113,345→ 89,233,486 total(indirect: See Footnotes)
Hymas Pte. Ltd.
10% Owner
Transactions
- Sale
Class A Common Stock, par value $0.0001 per share
2024-06-05$0.51/sh−199,392$101,690→ 89,034,094 total(indirect: See Footnotes) - Sale
Class A Common Stock, par value $0.0001 per share
2024-06-04$0.52/sh−217,971$113,345→ 89,233,486 total(indirect: See Footnotes)
Footnotes (4)
- [F1]The shares of Class A Common Stock, par value $0.0001 per share ("Shares") of Hyzon Motors Inc. (the "Issuer") reported herein (the "Nominee Shares") were owned directly by Theodore H. Swindells (the "Shareholder"), pursuant to a Nominee Agreement between Hymas Technologies Limited ("Hymas Technologies Limited") and the Shareholder, dated as of May 1, 2024 (the "Nominee Agreement"). Pursuant to the Nominee Agreement, Hymas Technologies Limited retained voting and investment power over the Nominee Shares until their sale, as reported above. Hymas Pte. Ltd. ("Hymas"), as the sole shareholder of Hymas Technologies Limited, was beneficial owner of the Nominee Shares, until their sale, as reported above.
- [F2]Horizon Fuel Cell Technologies Pte. Ltd. ("Horizon") indirectly through subsidiaries owns 75.83% of Hymas. Hymas Technologies Limited is a wholly-owned subsidiary of Hymas. Horizon and Hymas are reporting persons on a Schedule 13D as part of a "group" (as defined in Rule 13d-5 of the Securities Exchange Act of 1934). Each such reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.
- [F3]Consists of (i) 57,051,487 shares of Class A Common Stock, par value $0.0001 per share ("Shares") of Hyzon Motors Inc. owned of record by Horizon and (ii) 31,891,580 beneficially owned by Hymas.
- [F4]A portion of the shares reported herein as beneficially owned by Horizon and Hymas are subject to (i) in the case of Horizon, (X) call option agreements with certain securityholders of Horizon, pursuant to which such securityholders have the right to purchase Shares from Horizon and (Y) issuance and transfer to certain securityholders of Horizon in exchange for shares of tracking stock that are intended to track the financial performance of the Shares ("T-Shares"), and (ii) in the case of Hymas call option agreements with certain securityholders of Horizon and one of its affiliates, pursuant to which such securityholders have the right to purchase Shares from Hymas. Horizon and Hymas, as applicable, each remains the beneficial owner of Shares issuable upon the exercise or exchange of the aforementioned options and T-Shares.
Documents
Issuer
Hyzon Motors Inc.
CIK 0001716583
Entity typeother
IncorporatedSingapore
Related Parties
1- filerCIK 0001348037
Filing Metadata
- Form type
- 4
- Filed
- Jun 5, 8:00 PM ET
- Accepted
- Jun 6, 3:04 PM ET
- Size
- 11.9 KB