ESS Tech, Inc. — Director's Dealing 2021

Oct 19, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ESS Tech, Inc. (GWH)
CIK: 0001819438
Period of Report: 2021-10-08

Reporting Person: SOFTBANK GROUP CORP (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31714972	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 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.

F2: These shares are held directly by SB Energy Global Holdings One Ltd. ("Holdings One"), a wholly owned subsidiary of SB Energy Global Holdings Limited, which is a wholly owned subsidiary of SoftBank Group Corp. ("SoftBank"). SoftBank may be deemed to have voting and dispositive power with respect to the shares held by Holdings One.