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: Moftakhar Amir (Chief Financial Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	272372	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$0.3305	2030-01-10	Common Stock (296057)		Direct
Employee Stock Option (right to buy)	$0.3331	2030-12-17	Common Stock (183887)		Direct
Restricted Stock Units	$	2026-04-08	Common Stock (101026)		Direct

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 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: One-fourth of the shares subject to the option vested on February 18, 2020 and 1/48th vest monthly thereafter.

F3: The shares subject to the option vest in 48 equal monthly installments beginning on November 23, 2020.

F4: 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).