Softbank Group Corp. - Oct 8, 2021 Form 3 Insider Report for ESS Tech, Inc. (GWH)

Role: Director, 10%+ Owner
Signature: /s/ Natsuko Ohga, head of Corporate Legal Department of Softbank Group Corp.
Stock symbol: GWH
Transactions as of: Oct 8, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/18/2021, 08:53 PM
Previous filing: Sep 27, 2021
Next filing: Nov 12, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GWH	Common Stock						31.7M	Oct 8, 2021	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.

Content

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.

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.

Remarks:

Rich Hossfeld, an executive officer of Holdings One is a member of the Board of Directors of the Issuer. As a result the Reporting Person may be a director by deputization for Section 16 purposes. Mr. Hossfeld disclaims beneficial ownership of the shares of common stock reported in this filing, except to the extent of his pecuniary interest therein.