SES AI Corp — Director's Dealing 2022

Apr 21, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SES AI Corp (SES)
CIK: 0001819142
Period of Report: 2022-04-18

Reporting Person: Son Yongkyu (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-04-18	Class A Common Stock	A	279329	$0.00	Acquired	516640	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-04-18	Performance Vesting Restricted Stock Units	$	A	279329	Acquired		Class A Common Stock (279329)	Direct

Footnotes

F1: Represents shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), underlying restricted stock units ("RSUs") granted to the reporting person on April 18, 2022 (the "Grant Date") pursuant to the Issuer's 2021 Incentive Award Plan. The RSUs will vest, and an equal number of shares of Class A Common Stock will be deliverable to the reporting person, in three equal installments on the first, second and third anniversaries of the Grant Date, subject to continued employment through each applicable vesting date.

F2: Includes 279,329 shares of Class A Common Stock underlying RSUs, which are subject to forfeiture until they vest.

F3: Represents shares of Class A Common Stock underlying performance vesting RSUs ("PSUs") granted to the reporting person on the Grant Date pursuant to the Issuer's 2021 Incentive Award Plan. The PSUs vest in one installment following the end of a three-year period (the "Initial Performance Period") commencing on the Grant Date, subject to the achievement of certain Class A Common Stock price milestones and the reporting person's continued employment through such date. If following the Initial Performance Period there are PSUs that have not vested, then such PSUs remain eligible to vest in an additional installment following the end of a five-year period commencing on the Grant Date, subject to the achievement of certain Class A Common Stock price milestones and the reporting person's continued employment through such date.

F4: (Continued from Footnote 3) For more information on these terms, see "Item 11. Executive Compensation-Compensation Arrangements for Fiscal 2022-Executive Officer Compensation" of the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The number of PSUs reported represents the maximum number of PSUs that may vest following certification by the Issuer's compensation committee.