Amended Statement of Beneficial Ownership (3/a)
July 26 2021 - 7:49PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ZAVOLI JOHN R |
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/16/2021
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3. Issuer Name and Ticker or Trading Symbol
Hyzon Motors Inc. [HYZN]
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(Last)
(First)
(Middle)
C/O 475 QUAKER MEETING HOUSE ROAD |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) See Remarks / |
(Street)
HONEOYE FALLS, NY 14472
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) 7/16/2021
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock, par value $0.0001 per share | 1000 | D | |
Class A Common Stock, par value $0.0001 per share | 250 | I | By Wife |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (1) | (1) | Class A Common Stock, par value $0.0001 per share | 106320 | (2)(3) | D | |
Explanation of Responses: |
(1) | Restricted stock units under the Hyzon Motors Inc. 2020 Stock Incentive Plan, granted on February 18, 2021 (the "Grant Date"); restricted stock units vest pursuant to a five year vesting schedule, whereby one-sixth of the total number of shares vest on the Grant Date and each year on the anniversary of the Grant Date, subject to continued employment with the Issuer. |
(2) | On July 16, 2021, pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of February 8, 2021 (the "Business Combination Agreement"), by and among Hyzon Motors Inc. (f/k/a Decarbonization Plus Acquisition Corporation) (the "Issuer"), DCRB Merger Sub Inc. a wholly owned subsidiary of the Company ("Merger Sub") and Hyzon Motors USA Inc. (f/k/a Hyzon Motors Inc.) ("Old Hyzon"), Merger Sub merged with and into Old Hyzon with Old Hyzon as the surviving corporation and a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger, each restricted stock unit ("RSU") denominated in shares of Old Hyzon was assumed by the Issuer and converted into (A) an RSU denominated in shares of Class A common stock of the Issuer equal to the product (rounded down to the nearest whole number) of (x) the number of Old Hyzon shares subject to the RSU immediately prior to the effective time of the Merger and (y) the Exchange Ratio (1.7720) |
(3) | (Continued from footnote 2) and (B) the contingent right to receive Earnout Shares (as defined in the Business Combination Agreement) in accordance with Section 3.03 of the Business Combination Agreement. |
Remarks: General Counsel & Chief Legal Officer.
This amendment is being filed to include the SEC filing code for John Ralph Zavoli, the reporting person, which was not available at the time of the original filing. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ZAVOLI JOHN R C/O 475 QUAKER MEETING HOUSE ROAD HONEOYE FALLS, NY 14472 |
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| See Remarks |
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Signatures
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/s/ John Zavoli | | 7/26/2021 |
**Signature of Reporting Person | Date |
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