FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Solid Power, Inc. [ SLDP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/25/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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, par value $0.0001 per share | 01/26/2023 | J(1) | 3,651,546 | D | (1) | 4,738,454 | I(2)(5) | By Decarbonization Plus Acquisition Sponsor III LLC | ||
Common Stock, par value $0.0001 per share | 6,798,303 | I(3)(5) | By REL Batavia Partnership, LP | |||||||
Common Stock, par value $0.0001 per share | 485,112 | I(4)(5) | By Riverstone SP Partners, LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Warrants (right to buy) | $11.5 | 01/25/2023 | S | 89,866 | 03/26/2022 | 12/08/2026 | Common Stock, par value $0.0001 per share | 89,866 | $0.66(6) | 7,277,487 | I | See Footnotes(2)(5) | |||
Warrants (right to buy) | $11.5 | 01/26/2023 | S | 20,528 | 03/26/2022 | 12/08/2026 | Common Stock, par value $0.0001 per share | 20,528 | $0.67(7) | 7,256,959 | I | See Footnotes(2)(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. On January 26, 2023, Decarbonization Plus Acquisition Sponsor III LLC ("DCRC Sponsor") distributed 3,651,546 shares of common stock, par value $0.0001 ("Common Stock"), of Solid Power, Inc. (the "Issuer") to its members pro rata. |
2. DCRC Sponsor is the record holder of these securities. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which controls DCRC Sponsor. |
3. REL Batavia Partnership, LP is the record holder of these securities. David M. Leuschen and Pierre F. Lapeyre, Jr. are the sole members of the ultimate general partner of REL Batavia Partnership, LP. |
4. Riverstone SP Partners, LLC is the record holder of these securities. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which is the managing member of Riverstone SP Partners, LLC. |
5. Each of Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by DCRC Sponsor, REL Batavia Partnership, LP and Riverstone SP Partners, LLC. Each such person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
6. The price reported in Column 8 of Table II is a weighted average price. The warrants were sold in multiple transactions at prices ranging from $0.65 to $0.75, inclusive. The reporting persons will provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, information regarding the number of warrants sold at each price within the range. |
7. The price reported in Column 8 of Table II is a weighted average price. The warrants were sold in multiple transactions at prices ranging from $0.65 to $0.67, inclusive. The reporting persons will provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, information regarding the number of warrants sold at each price within the range. |
Remarks: |
David M. Leuschen By: /s/ Peter Haskopoulos, Title: Attorney-in-Fact | 01/26/2023 | |
Pierre F. Lapeyre, Jr. By: /s/ Peter Haskopoulos, Title: Attorney-in-Fact | 01/26/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |