| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hyzon Motors Inc. [ HYZN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock, par value $0.0001 per share | 07/09/2024 | J(1) | 34,722,406 | D | $0 | 54,201,147(2)(3)(4)(5) | I | See Footnotes(2)(3)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The disposition of the shares of Class A Common Stock, par value $0.0001 per share ("Shares"), of Hyzon Motors Inc. (the "Issuer") reported herein was in connection with the redemption of 34,722,406 T-Shares (as defined in Footnote 2) by certain securityholders of Horizon Fuel Cell Technologies Pte. Ltd. ("Horizon"). The redeemed T-Shares were exchanged for Shares owned of record by Horizon on a one-for-one basis. |
| 2. A portion of the shares reported herein as beneficially owned by Horizon and Hymas Pte. Ltd. ("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) the 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 (X) 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 and (Y) a Nominee Agreement between Hymas BVI, a wholly-owned subsidiary of Hymas ("Hymas BVI"), and Theodore H. Swindells (the "Shareholder"), dated as of May 1, 2024, pursuant to which the Shareholder has agreed to sell certain Shares on behalf of Hymas Technologies Limited. |
| 3. Due to a 1,000 character limit, Footnote 3 is a continuation of Footnote 2: 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. |
| 4. Consists of (i) 22,309,567 Shares owned of record by Horizon and (ii) 31,891,580 Shares beneficially owned by Hymas. |
| 5. 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 its pecuniary interest therein. |
| /s/ Gu Zhijun (George), Chairman | 07/11/2024 | |
| /s/ Theodore H. Swindells, Director | 07/11/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||