Jeffrey Tepper - 13 Jan 2022 Form 4 Insider Report for Decarbonization Plus Acquisition Corp II

Role
Director
Signature
Jeffrey Tepper, /s/ Peter Haskopoulos, Attorney-in-fact
Issuer symbol
N/A
Transactions as of
13 Jan 2022
Net transactions value
$0
Form type
4
Filing time
14 Jan 2022, 18:05:06 UTC
Previous filing
10 Dec 2021
Next filing
29 Apr 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DCRN Class A Common Stock Conversion of derivative security +40,000 40,000 13 Jan 2022 Direct F1
transaction DCRN Class A Common Stock Disposed to Issuer -40,000 -100% 0 13 Jan 2022 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DCRN Class B Common Stock Conversion of derivative security -40,000 -100% 0 13 Jan 2022 Class A Common Stock 40,000 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jeffrey Tepper is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In connection with the closing of the business combination (the "Business Combination") between Decarbonization Plus Acquisition Corporation II ("DCRN"), Hulk Merger Sub, Inc. ("Merger Sub"), Tritium Holdings Pty Ltd ("Tritium") and Tritium DCFC Limited ("NewCo") on January 13, 2022, the Reporting Person's shares of Class B Common Stock of DCRN automatically converted into shares of Class A Common Stock of DCRN on a one-for-one basis pursuant to the amended and restated certificate of incorporation of DCRN. The shares of Class B Common Stock of DCRN were subject to adjustment pursuant to certain anti-dilution rights (which rights were waived in connection with the Business Combination) and had no expiration date.
F2 Pursuant to the terms of the Business Combination Agreement, by and among DCRN, Tritium, NewCo and Merger Sub, dated as of May 25, 2021 as amended on July 27, 2021 by the First Amendment to the Business Combination Agreement, 40,000 shares of Class A Common Stock of DCRN were disposed of in exchange for an equal number of ordinary shares of NewCo.