SES AI Corp — Director's Dealing 2023

Apr 19, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SES AI Corp (SES)
CIK: 0001819142
Period of Report: 2023-04-14

Reporting Person: Nealis Jing (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-14	Class A Common Stock	A	209205	—	Acquired	1643428	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-14	Performance Vesting Restricted Share Units	$	A	209205	Acquired		Class A Common Stock (209205)	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 14, 2023 (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 or service through each applicable vesting date.

F2: Includes 432,668 shares of Class A Common Stock underlying restricted stock units, which are subject to forfeiture until they vest.

F3: Includes 865,197 unvested shares of Class A Common Stock under a restricted share award granted on August 16, 2021. The restricted share award vested 25% on the first anniversary of the grant date and will vest in equal monthly installments over the following 36 months, subject to the reporting person's continued service on each vesting date.

F4: 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.

F5: The number of PSUs reported represents the maximum number of PSUs that may vest following certification by the Issuer's compensation committee. The share price thresholds for vesting of the PSUs are as follows: under $12.5, 0%; $12.5 or greater, 25%; $15 or greater, 50%; $17.5 or greater, 75%; and $20 or greater, 100%. A specified percentage of the PSUs will vest based on the average closing price of Class A Common Stock during any consecutive 100-calendar-day period during the Initial Performance Period, assuming that the average closing price during the last 30-calendar-day period in the Initial Performance also exceeds the highest share price threshold achieved. Otherwise, the number of PSUs that vest will be based on the average closing price during the last 30 calendar days of the Initial Performance Period using the same share price thresholds.