Form 4 for GWH ESS Tech, Inc.

Accepted 2021-11-12 00:00:00 ET · period of report 2021-11-09 · accession 0001104659-21-138309 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
M	2021-11-12	2021-11-09	GWH	Breakthrough Energy Ventures, LLC	10%	J - Other	$0.00	+2.52M	18.56M	+16%	$0

Purchase Sale Sale after option exercise All abbreviations

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock, $0.0001 par value per share	2021-11-09	J	A	2,500,751	$0.00	18,558,721	D	—	—	(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.
2	Common	Common Stock, $0.0001 par value per share	2021-11-09	J	A	20,096	$0.00	18,558,721	D	—	—	(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.