FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      
1. Name and Address of Reporting Person * Goetz Jochen M 2. Issuer Name and Ticker or Trading Symbol Proterra Inc [ PTRA ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O PROTERRA INC, 1815 ROLLINS ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)
8/23/2021
(Street)
BURLINGAME, CA 94010
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  8/23/2021    A(1)    210075 (1) A $8.925  9618260  I  See Footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  On July 19, 2021, Issuer determined that Daimler Trucks & Buses US Holding Inc. ("DTBUS") became entitled to receive these shares of common stock pursuant to the earnout provision set forth in Section 3.09(a)(i) of the Agreement and Plan of Merger, dated as of January 11, 2021, by and among Proterra Inc (formerly ArcLight Clean Transition Corp.), Phoenix Merger Sub, Inc., and Proterra Operating Company, Inc. (formerly Proterra Inc)(the "Merger Agreement"). The price per share indicated on this form is based on the deemed value of the common stock on the date the Merger Agreement was signed. The right of DTBUS to receive additional shares became fixed and irrevocable on June 14, 2021, the effective date of the merger. Pursuant to an agreement between DTBUS and Issuer, Issuer delayed the delivery of earnout stock until receipt of DTBUS' written consent to accept delivery of such shares on August 23, 2021.
(2)  DTBUS is the record holder of the securities reported herein. The reporting person is the DTBUS designee to the Issuer's board of directors, and is employed by Daimler Truck AG, the parent company of DTBUS. The reporting person is a member of various M&A approval bodies of Daimler AG and its subsidiaries, and as a result may be, directly or indirectly, have voting and dispositive control over the shares held by DTBUS.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Goetz Jochen M
C/O PROTERRA INC
1815 ROLLINS ROAD
BURLINGAME, CA 94010
X



Signatures
/s/ Joshua Damm, Attorney-in-Fact 8/25/2021
**Signature of Reporting Person Date
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