Initial Statement of Beneficial Ownership (3)
February 14 2022 - 3:21PM
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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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
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General Motors Holdings LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/3/2022
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3. Issuer Name and Ticker or Trading Symbol
SES AI Corp [SES]
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(Last)
(First)
(Middle)
300 RENAISSANCE CENTER |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
DETROIT, MI 48265
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 | 9880715 | D (1)(2) | |
| Class A common stock, par value $0.0001 | 23175622 | I (1)(2) | Held by General Motors Ventures LLC (1)(2) |
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 |
| Explanation of Responses: |
| (1) | General Motors Ventures LLC ("GM Ventures") is the record holder of 21,090,498 shares of Class A Common Stock and 2,085,124 shares of Class A Common Stock that may be issued for the benefit of the former holders of SES Holdings Pte. Ltd. common stock (the "Earn-Out Shares"). General Motors Holdings LLC ("GM Holdings") is the record holder of 9,043,889 shares of Class A Common Stock and 836,826 Earn-Out Shares. GM Ventures is a direct, wholly owned subsidiary of GM Holdings, and GM Holdings is a direct, wholly owned subsidiary of General Motors Company ("GM"). GM may be deemed to share beneficial ownership over the shares of Class A Common Stock directly owned by GM Ventures and GM Holdings, and GM Holdings may be deemed to share beneficial ownership over the shares of Class A Common Stock directly owned by GM Ventures. Each of GM and GM Holdings disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein. |
| (2) | (Continued form footnote 1) The address of the principal business office of each of GM, GM Holdings, and GM Ventures is 300 Renaissance Center, Detroit, MI, 48265. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
General Motors Holdings LLC
300 RENAISSANCE CENTER
DETROIT, MI 48265 |
| X |
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General Motors Ventures LLC
300 RENAISSANCE CENTER
DETROIT, MI 48265 |
| X |
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General Motors Financial Company, Inc.
300 RENAISSANCE CENTER
DETROIT, MI 48265 |
| X |
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Signatures
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| GENERAL MOTORS HOLDINGS LLC, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Secretary | | 2/14/2022 |
| **Signature of Reporting Person | Date |
| GENERAL MOTORS VENTURES LLC, /s/ Joel Stark, Name: Joel Stark, Title: Assistant Secretary | | 2/14/2022 |
| **Signature of Reporting Person | Date |
| GENERAL MOTORS COMPANY, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Corporate Secretary | | 2/14/2022 |
| **Signature of Reporting Person | Date |
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