ESS Tech, Inc. — Director's Dealing 2021

Nov 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ESS Tech, Inc. (GWH)
CIK: 0001819438
Period of Report: 2021-11-09

Reporting Person: NIGGLI MICHAEL R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-09	Common Stock	J	77822	$10.00	Acquired	568302	Indirect
2021-11-15	Common Stock	A	30053	$0.00	Acquired	510219	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	227400	Indirect
Common Stock	85225	Indirect
Common Stock	85225	Indirect
Common Stock	85225	Indirect
Common Stock	85225	Indirect

Footnotes

F1: 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.

F2: 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 77,201 shares of Issuer common stock pursuant to the Earnout Rights and 621 shares of Issuer common stock pursuant to the Expense Shortfall.

F3: The shares are held of record by the Linda Naviaux Niggli Trust for which the reporting person's spouse serves as trustee.

F4: The shares are represented by restricted stock units, or RSUs, awarded upon the satisfaction of certain performance metrics as determined by the Compensation Committee. The RSUs were fully vested on the award date.

F5: The shares are held of record by the Michael R. Niggli Family Trust for which the reporting person serves as trustee.

F6: The shares are held of record by the Chloe D. Niggli Gift Trust for which the reporting person serves as trustee.

F7: The shares are held of record by the Ian M. Niggli 2021 Gift Trust for which the reporting person serves as trustee.

F8: The shares are held of record by the Lorelei A. Niggli 2021 Gift Trust for which the reporting person serves as trustee.

F9: The shares are held of record by the Michael R. Niggli Jr. 2021 Gift Trust for which the reporting person serves as trustee.