0000899243-21-040512.txt : 20211018 0000899243-21-040512.hdr.sgml : 20211018 20211018202431 ACCESSION NUMBER: 0000899243-21-040512 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20211008 FILED AS OF DATE: 20211018 DATE AS OF CHANGE: 20211018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Song Julia CENTRAL INDEX KEY: 0001884681 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39525 FILM NUMBER: 211329366 MAIL ADDRESS: STREET 1: C/O ESS TECH INC STREET 2: 26440 SW PARKWAY AVE BLDG. 83 CITY: WILSONVILLE STATE: OR ZIP: 97070 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Evans Craig E CENTRAL INDEX KEY: 0001885331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39525 FILM NUMBER: 211329367 MAIL ADDRESS: STREET 1: C/O ESS TECH INC STREET 2: 26440 SW PARKWAY AVE BLDG. 83 CITY: WILSONVILLE STATE: OR ZIP: 97070 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ESS Tech, Inc. CENTRAL INDEX KEY: 0001819438 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 26440 SW PARKWAY AVE. STREET 2: BLDG. 83 CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: (855) 423-9920 MAIL ADDRESS: STREET 1: 26440 SW PARKWAY AVE. STREET 2: BLDG. 83 CITY: WILSONVILLE STATE: OR ZIP: 97070 FORMER COMPANY: FORMER CONFORMED NAME: ACON S2 Acquisition Corp. DATE OF NAME CHANGE: 20200728 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-10-08 0 0001819438 ESS Tech, Inc. GWH 0001885331 Evans Craig E C/O ESS TECH, INC. 26440 SW PARKWAY AVE., BLDG. 83 WILSONVILLE OR 97070 1 1 0 0 President 0001884681 Song Julia C/O ESS TECH, INC. 26440 SW PARKWAY AVE., BLDG. 83 WILSONVILLE OR 97070 0 1 0 0 Chief Technology Officer Common Stock 4602453 D Common Stock 1917211 I See footnote Employee Stock Option (right to buy) 0.3331 2030-07-23 Common Stock 172395 D Employee Stock Option (right to buy) 0.3061 2028-04-19 Common Stock 38923 I See footnote Employee Stock Option (right to buy) 0.3305 2030-07-23 Common Stock 296058 I See footnote Restricted Stock Units 2026-04-08 Common Stock 58984 D Restricted Stock Units 2026-04-08 Common Stock 56626 I See footnote 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 reporting person is entitled to receive additional shares of common stock, for no additional consideration, if the volume weighted average price of the 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 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 common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00. The shares are held Julia Song. The reporting persons are husband and wife. The shares subject to the option vest in 48 equal monthly installments beginning on February 22, 2021. The shares subject to the option are fully vested and immediately exercisable. The shares subject to the option vest in 48 equal monthly installments beginning on August 24, 2020. Each restricted stock unit, or RSU, represents a contingent right to receive one share of common stock. The RSUs vest if the common stock exceeds the same thresholds as the Earnout Rights described in footnote (1). Exhibit 24.1 - Power of Attorney - Craig Evans Exhibit 24.2 - Power of Attorney - Julia Song /s/ Amir Moftakhar, by power of attorney for Craig Evans 2021-10-18 /s/ Amir Moftakhar, by power of attorney for Julia Song 2021-10-18 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

        The undersigned, as a Section 16 reporting person of ESS, Inc. (the
"Company"), hereby constitutes and appoints Eric P. Dresselhuys, Amir Moftakhar
and Jeff Bodner, and each of them, as the undersigned's true and lawful
attorney-in-fact to:

        1.  complete and execute Forms 3, 4 and 5 and other forms and all
            amendments thereto as such attorney-in-fact shall in his discretion
            determine to be required or advisable pursuant to Section 16 of the
            Securities Exchange Act of 1934 (as amended) and the rules and
            regulations promulgated thereunder, or any successor laws and
            regulations, as a consequence of the undersigned's ownership,
            acquisition or disposition of securities of the Company; and

        2.  do all acts necessary in order to file such forms with the SEC, any
            securities exchange or national association, the Company and such
            other person or agency as the attorneys-in-fact shall deem
            appropriate.

        The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as oft this 15th day of September, 2021.

                                        Signature: /s/ Craig E. Evans
                                                   --------------------------
                                        Print Name: Craig E. Evans
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
                                                                    Exhibit 24.2

                               POWER OF ATTORNEY

        The undersigned, as a Section 16 reporting person of ESS, Inc. (the
"Company"), hereby constitutes and appoints Eric P. Dresselhuys, Amir Moftakhar
and Jeff Bodner, and each of them, as the undersigned's true and lawful
attorney-in-fact to:

        1.  complete and execute Forms 3, 4 and 5 and other forms and all
            amendments thereto as such attorney-in-fact shall in his discretion
            determine to be required or advisable pursuant to Section 16 of the
            Securities Exchange Act of 1934 (as amended) and the rules and
            regulations promulgated thereunder, or any successor laws and
            regulations, as a consequence of the undersigned's ownership,
            acquisition or disposition of securities of the Company; and

        2.  do all acts necessary in order to file such forms with the SEC, any
            securities exchange or national association, the Company and such
            other person or agency as the attorneys-in-fact shall deem
            appropriate.

        The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 20th day of September, 2021.

                                        Signature: /s/ Julia Song
                                                   ----------------------
                                        Print Name: Julia Song