| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GWH | Common Stock | Other | $0 | +4.2M | +13.26% | $0.00 | 35.9M | Nov 9, 2021 | See footnote | F1, F3 |
| transaction | GWH | Common Stock | Other | $0 | +33.8K | +0.09% | $0.00 | 36M | Nov 9, 2021 | See footnote | F1, F2, F3 |
| 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 Issuer common stock, for no additional consideration, if the volume weighted average price of Issuer 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 Issuer 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 Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00. Each of these conditions was met as of November 9, 2021. |
| F2 | Following the closing of the merger, the Issuer determined that aggregate Transaction Expenses (as defined in the Merger Agreement) were lower than had been estimated at the time of closing. Pursuant to the Merger Agreement, this lower amount of Transaction Expenses resulted in an Expense Shortfall (as defined therein), which increased the Adjusted Equity Value (as defined therein). Effective as of November 9, 2021, the reporting person was entitled to receive 4,204,936 shares of Issuer common stock pursuant to the Earnout Rights and 33,791 shares of Issuer common stock pursuant to the Expense Shortfall. |
| F3 | 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 Capital Ltd, 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. |
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.