SES AI Corp — Director's Dealing 2022

Feb 14, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SES AI Corp (SES)
CIK: 0001819142
Period of Report: 2022-02-03

Reporting Person: Temasek Holdings (Private) Ltd (10% Owner)
Reporting Person: Tembusu Capital Pte. Ltd. (10% Owner)
Reporting Person: Thomson Capital Pte. Ltd. (10% Owner)
Reporting Person: Anderson Investments Pte. Ltd. (10% Owner)
Reporting Person: Temasek Capital (Private) Ltd (10% Owner)
Reporting Person: Seletar Investments Pte Ltd (10% Owner)
Reporting Person: Aranda Investments Pte. Ltd. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	25882916	Indirect
Class A Common Stock	5632129	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Earn-out Shares	$	2027-02-03	Class A Common Stock (2595854)		Indirect
Earn-out Shares	$	2027-02-03	Class A Common Stock (564858)		Indirect

Footnotes

F1: These shares are held by Anderson Investments Pte. Ltd ("Anderson"). Anderson is a direct wholly-owned subsidiary of Thomson Capital Pte. Ltd. ("Thomson"), which in turn is a direct wholly-owned subsidiary of Tembusu Capital Pte. Ltd. ("Tembusu"), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"). In such capacities, each of Thomson, Tembusu, and Temasek may be deemed to have voting and dispositive power over the shares held by Anderson. Each of Thomson, Tembusu and Temasek disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.

F2: These shares are held by Aranda Investments Pte. Ltd. ("Aranda"). Aranda is a direct wholly-owned subsidiary of Seletar Investments Pte. Ltd. ("Seletar"), which in turn is a direct wholly-owned subsidiary of Temasek Capital (Private) Limited ("Capital"), which in turn is a direct wholly-owned subsidiary of Temasek. In such capacities, each of Seletar, Capital, and Temasek may be deemed to have voting and dispositive power over the shares held by Aranda. Each of Seletar, Capital and Temasek disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.

F3: Represents shares of the Issuer's Class A Common Stock that the Reporting Person has the right to acquire (the "Earnout Shares") pursuant to the Business Combination Agreement, as amended, by and among the Issuer, SES Holdings Pte. Ltd., a Singapore private company limited by shares, and Wormhole Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares, and a direct, wholly-owned subsidiary of the Issuer.

F4: The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions as follows: (i) if, at any time prior to February 3, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period, one-third of the Earnout Shares shall vest; (ii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, one-third of the Earnout Shares shall vest; and (iii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $17.50 per share for any 20 trading days within a 30-trading day period, one-third of the Earnout Shares shall vest.