0000899243-21-044443.txt : 20211112 0000899243-21-044443.hdr.sgml : 20211112 20211112181046 ACCESSION NUMBER: 0000899243-21-044443 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211109 FILED AS OF DATE: 20211112 DATE AS OF CHANGE: 20211112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Song Julia CENTRAL INDEX KEY: 0001884681 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39525 FILM NUMBER: 211405367 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39525 FILM NUMBER: 211405368 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-11-09 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 2021-11-09 4 J 0 11670 10.00 A 4614123 D Common Stock 2021-11-09 4 J 0 304194 10.00 A 2221405 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 "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. Each of these conditions was met as of November 9, 2021. Following the closing of the merger, the Issuer determined that aggregate Transaction Expenses (as defined in the Merger Agreement) were lower than had been estimated at the time of closing. Pursuant to the Merger Agreement, this lower amount of Transaction Expenses resulted in an Expense Shortfall (as defined therein), which increased the Adjusted Equity Value (as defined therein). Effective as of November 9, 2021, the reporting person was entitled to receive 11,577 shares of Issuer common stock pursuant to the Earnout Rights and 93 shares of Issuer common stock pursuant to the Expense Shortfall. Effective as of November 9, 2021, the reporting person was entitled to receive 301,769 shares of Issuer common stock pursuant to the Earnout Rights and 2,425 shares of Issuer common stock pursuant to the Expense Shortfall. The shares are held directly by Julia Song. The reporting persons are husband and wife. /s/ Amir Moftakhar, by power of attorney for Craig E. Evans 2021-11-12 /s/ Amir Moftakhar, by power of attorney for Julia Song 2021-11-12