Statement of Changes in Beneficial Ownership (4)
February 09 2022 - 5:55PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Evans Craig E |
2. Issuer Name and Ticker or Trading Symbol
ESS Tech, Inc.
[
GWH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President |
(Last)
(First)
(Middle)
C/O ESS TECH, INC., 26440 SW PARKWAY AVE., BLDG. 83 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/8/2022 |
(Street)
WILSONVILLE, OR 97070
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/8/2022 | | A | | 268358 (1) | A | $0.00 | 5641617 (2) | D | |
Common Stock | 2/8/2022 | | A | | 207367 (1) | A | $0.00 | 2466067 (3) | I | See footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The shares are represented by restricted stock units, or RSUs, which vest in 16 equal quarterly installments beginning on May 20, 2022. |
(2) | Reflects an increase of 176 shares pursuant to an adjustment of earnout shares reported on a Form 4 filed on November 12, 2021. |
(3) | Reflects an increase of 73 shares pursuant to an adjustment of earnout shares reported on a Form 4 filed on November 12, 2021. |
(4) | The shares are held directly by Julia Song. The reporting persons are husband and wife. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Evans Craig E C/O ESS TECH, INC. 26440 SW PARKWAY AVE., BLDG. 83 WILSONVILLE, OR 97070 | X |
| President |
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Song Julia C/O ESS TECH, INC. 26440 SW PARKWAY AVE., BLDG. 83 WILSONVILLE, OR 97070 |
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| Chief Technology Officer |
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Signatures
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/s/ Amir Moftakhar, by power of attorney for Craig E. Evans | | 2/9/2022 |
**Signature of Reporting Person | Date |
/s/ Amir Moftakhar, by power of attorney for Julia Song | | 2/9/2022 |
**Signature of Reporting Person | Date |
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