0000899243-21-030066.txt : 20210726 0000899243-21-030066.hdr.sgml : 20210726 20210726212913 ACCESSION NUMBER: 0000899243-21-030066 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210722 FILED AS OF DATE: 20210726 DATE AS OF CHANGE: 20210726 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gu Zhijun CENTRAL INDEX KEY: 0001870123 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39632 FILM NUMBER: 211115708 MAIL ADDRESS: STREET 1: 2400 MARSHALL CT CITY: NAPERVILLE STATE: IL ZIP: 60040 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hyzon Motors Inc. CENTRAL INDEX KEY: 0001716583 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 822726724 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2744 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 212-993-0076 MAIL ADDRESS: STREET 1: 2744 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: Decarbonization Plus Acquisition Corp DATE OF NAME CHANGE: 20200923 FORMER COMPANY: FORMER CONFORMED NAME: Decarbonization Plus Acquistion Corp DATE OF NAME CHANGE: 20200819 FORMER COMPANY: FORMER CONFORMED NAME: Silver Run Acquisition Corp III DATE OF NAME CHANGE: 20170908 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-07-22 0 0001716583 Hyzon Motors Inc. HYZN 0001870123 Gu Zhijun C/O 475 QUAKER MEETING HOUSE ROAD HONEOYE FALLS NY 14472 1 1 0 0 Executive Chairman Earnout Rights 2021-07-22 4 J 0 1303275 0.00 A 2026-07-16 Class A Common Stock, par value $0.0001 per share 1303275 1303275 D Earnout Rights 2021-07-22 4 J 0 17956042 0.00 A 2026-07-16 Class A Common Stock, par value $0.0001 per share 17956042 17956042 I By Hymas Pte. Ltd. On July 16, 2021, pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of February 8, 2021 (the "Business Combination Agreement"), by and among Hyzon Motors Inc. (f/k/a Decarbonization Plus Acquisition Corporation) (the "Issuer"), DCRB Merger Sub Inc. a wholly owned subsidiary of the Issuer ("Merger Sub") and Hyzon Motors USA Inc. (f/k/a Hyzon Motors Inc.) ("Old Hyzon"), Merger Sub merged with and into Old Hyzon with Old Hyzon as the surviving corporation and a wholly owned subsidiary of the Issuer (the "Merger"). On July 22, 2021, the number of Earnout Shares (as defined in the Business Combination Agreement) issuable to each person eligible to receive such Earnout Shares pursuant to the Business Combination Agreement (assuming no forfeiture by other Eligible Company Equityholders of unexercised Company Options or unvested Company RSUs (as each term is defined in the Business Combination Agreement)) was finally determined. (Continued from Footnote 1) Pursuant to the Business Combination Agreement, (i) 38.71% of the Earnout Shares will be issuable if (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $18.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's Class A common stock of at least $18.00; (ii) 38.71% of the Earnout Shares will be issuable if (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $20.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's (Continued from Footnote 2) Class A common stock of at least $20.00; and (iii) 22.58% of the Earnout Shares will be issuable if, after July 16, 2022, (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $35.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's Class A common stock of at least $35.00. The reporting person may be deemed to beneficially own the securities of the Issuer held directly by Hymas Pte. Ltd. ("Hymas") by virtue of his chairman position and ownership interest in Horizon Fuel Cell Technologies Pte. Ltd., which indirectly owns 79.62% of Hymas through its subsidiaries. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. /s/ John Zavoli, Attorney-in-fact 2021-07-26