As filed with the Securities and Exchange Commission on April 28, 2023
Registration No. 333-         
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PROTERRA INC
(Exact Name of Registrant as Specified in Its Charter)
Delaware90-2099565
(State or Other Jurisdiction
of Incorporation or Organization)
(I.R.S. Employer
Identification No.)
1815 Rollins Road
Burlingame, California 94010
(Address of Principal Executive Offices) (Zip Code)
PROTERRA INC 2021 EQUITY INCENTIVE PLAN
PROTERRA INC 2021 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
Gareth T. Joyce
Chief Executive Officer
1815 Rollins Road
Burlingame, California 94010
(Name and Address of Agent For Service)
(864) 438-0000
(Telephone Number, including area code, of agent for service)

Copies to:
Rachel Proffitt
Rupa Briggs
Sarah Sellers
Cooley LLP
3 Embarcadero Center, 20th Floor
San Francisco, California 94111
Tel: (415) 693-2000
Jeffrey Mitchell
Interim General Counsel
Proterra Inc
1815 Rollins Road
Burlingame, California 94010
Tel.: (864) 438-0000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Proterra Inc, a Delaware corporation (the “Registrant”), has previously registered, pursuant to Registration Statements on Form S-8 (the "Prior Registration Statements") filed with the Securities and Exchange Commission (the “SEC”) on August 16, 2021 (Registration No. 333-258827) and on March 15, 2022 (Registration No. 333-263549), an aggregate of (i) 19,314,001 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Registrant reserved for issuance under the Proterra Inc 2021 Equity Incentive Plan (the “2021 Plan”); (ii) 3,849,597 shares of Common Stock reserved for issuance under the Proterra Inc 2021 Employee Stock Purchase Plan (the “ESPP”); and (iii) 22,174,549 shares of Common Stock issuable upon the exercise of stock options granted under the Proterra Inc 2010 Equity Incentive Plan.
Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the SEC to register (i) 9,050,606 additional shares of Common Stock available for issuance under the 2021 Plan, pursuant to the evergreen provisions of the 2021 Plan and (ii) 2,262,651 additional shares of Common Stock available for issuance under the ESPP, pursuant to the evergreen provisions of the ESPP.
In accordance with General Instruction E of Form S-8, and only with respect to the Common Stock that is issuable under the 2021 Plan and the ESPP, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference.
The following documents filed by the Registrant with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the SEC on March 17, 2023 (the "2022 Annual Report on Form 10-K");
(b)the Registrant’s Current Reports on Form 8-K filed with the SEC on January 20, 2023, February 14, 2023, February 24, 2023, March 20, 2023, March 24, 2023, and April 3, 2023 to the extent the information in such reports is filed and not furnished; and
(c)the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on September 22, 2020, as updated by the description of the Registrant’s Common Stock contained in Exhibit 4.1 to the 2022 Annual Report on Form 10-K including any subsequent amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except that information furnished to the SEC under Item 2.02 or Item 7.01 in Current Reports on Form 8-K and any exhibit relating to such information, shall not be deemed to be incorporated by reference in this Registration Statement.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


Item 8.    Exhibits.
The following exhibits are filed herewith:
Exhibit Number
Incorporated by Reference
DescriptionFormExhibitFiling Date
4.18-K3.16/17/2021
4.1.18-K3.1.16/17/2021
4.28-K3.26/17/2021
4.310-K4.13/14/2022
4.4S-34.212/23/2022
4.5S-34.312/23/2022
4.6S-34.512/23/2022
4.7S-34.612/23/2022
4.8S-34.712/23/2022
5.1*
23.1*
23.2*
24.1
99.18-K10.136/17/2021
99.2S-899.28/16/2021
99.3S-899.38/16/2021
99.410-Q10.111/3/2022
99.5S-899.48/16/2021
99.6S-899.58/16/2021
99.7S-899.68/16/2021
99.8S-899.78/16/2021
99.9S-899.88/16/2021
99.108-K10.146/17/2021
107*
___________
*Filed herewith.


SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlingame, State of California, on this 28th day of April, 2023.
PROTERRA INC
By: /s/ Gareth T. Joyce
Name:Gareth T. Joyce
Title:President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Gareth T. Joyce and Karina F. Padilla, and each of them, with full power of substitution, such person’s true and lawful attorneys-in-fact and agents for such person, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.



SignatureTitleDate
/s/ Gareth T. Joyce
President, Chief Executive Officer and Director
(Principal Executive Officer)
April 28, 2023
Gareth T. Joyce
/s/ Karina F. Padilla
Chief Financial Officer
(Principal Financial and Accounting Officer)
April 28, 2023
Karina Franco Padilla
/s/ John J. Allen
Director
April 28, 2023
John J. Allen
/s/ Mary Louise Krakauer
Director
April 28, 2023
Mary Louise Krakauer
/s/ Roger M. Nielsen
Director
April 28, 2023
Roger M. Nielsen
/s/ Brook F. Porter
Director
April 28, 2023
Brook F. Porter
/s/ Jeannine P. SargentDirectorApril 28, 2023
Jeannine P. Sargent
/s/ Constance E. SkidmoreDirectorApril 28, 2023
Constance E. Skidmore
/s/ Michael D. SmithDirectorApril 28, 2023
Michael D. Smith
/s/ Jan R. HauserDirectorApril 28, 2023
Jan R. Hauser

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