Initial Statement of Beneficial Ownership (3)
February 14 2022 - 5:23PM
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
*
Temasek Holdings (Private) Ltd |
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)
60B ORCHARD ROAD #06-18 TOWER 2, THE ATRIUM@ORCHARD |
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)
SINGAPORE, U0 238891
(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 | 25882916 | I | By Fund (1) |
| Class A Common Stock | 5632129 | I | By Fund (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 |
| Earn-out Shares | (3)(4) | 2/3/2027 | Class A Common Stock | 2595854 | (3)(4) | I | By Fund |
| Earn-out Shares | (3)(4) | 2/3/2027 | Class A Common Stock | 564858 | (3)(4) | I | By Fund |
| Explanation of Responses: |
| (1) | These shares are held by Anderson Investments Pte. Ltd ("Anderson"). Anderson is a direct wholly-owned subsidiary of Thomson Capital Pte. Ltd. ("Thomson"), which in turn is a direct wholly-owned subsidiary of Tembusu Capital Pte. Ltd. ("Tembusu"), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"). In such capacities, each of Thomson, Tembusu, and Temasek may be deemed to have voting and dispositive power over the shares held by Anderson. Each of Thomson, Tembusu and Temasek disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein. |
| (2) | These shares are held by Aranda Investments Pte. Ltd. ("Aranda"). Aranda is a direct wholly-owned subsidiary of Seletar Investments Pte. Ltd. ("Seletar"), which in turn is a direct wholly-owned subsidiary of Temasek Capital (Private) Limited ("Capital"), which in turn is a direct wholly-owned subsidiary of Temasek. In such capacities, each of Seletar, Capital, and Temasek may be deemed to have voting and dispositive power over the shares held by Aranda. Each of Seletar, Capital and Temasek disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein. |
| (3) | Represents shares of the Issuer's Class A Common Stock that the Reporting Person has the right to acquire (the "Earnout Shares") pursuant to the Business Combination Agreement, as amended, by and among the Issuer, SES Holdings Pte. Ltd., a Singapore private company limited by shares, and Wormhole Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares, and a direct, wholly-owned subsidiary of the Issuer. |
| (4) | The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions as follows: (i) if, at any time prior to February 3, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period, one-third of the Earnout Shares shall vest; (ii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, one-third of the Earnout Shares shall vest; and (iii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $17.50 per share for any 20 trading days within a 30-trading day period, one-third of the Earnout Shares shall vest. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Temasek Holdings (Private) Ltd
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0 238891 |
| X |
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Tembusu Capital Pte. Ltd.
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0 238891 |
| X |
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Thomson Capital Pte. Ltd.
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0 238891 |
| X |
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Anderson Investments Pte. Ltd.
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0 238891 |
| X |
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Temasek Capital (Private) Ltd
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0 238891 |
| X |
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Seletar Investments Pte Ltd
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0 238891 |
| X |
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Aranda Investments Pte. Ltd.
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0 238891 |
| X |
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Signatures
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| Temasek Holdings (Private) Limited, By /s/ Jason Norman Lee, Authorised Signatory | | 2/14/2022 |
| **Signature of Reporting Person | Date |
| Tembusu Capital Pte. Ltd, By /s/ Gregory Tan, Director | | 2/14/2022 |
| **Signature of Reporting Person | Date |
| Thomson Capital Pte. Ltd, By /s/ Poy Weng Chuen, Director | | 2/14/2022 |
| **Signature of Reporting Person | Date |
| Anderson Investments Pte. Ltd, By /s/ Poy Weng Chuen, Director | | 2/14/2022 |
| **Signature of Reporting Person | Date |
| Temasek Capital (Private) Limited, By /s/ Gregory Tan, Director | | 2/14/2022 |
| **Signature of Reporting Person | Date |
| Seletar Investments Pte. Ltd., By /s/ Tabitha Sum Wei Ching, Director | | 2/14/2022 |
| **Signature of Reporting Person | Date |
| Aranda Investments Pte. Ltd., By /s/ Tabitha Sum Wei Ching, Director | | 2/14/2022 |
| **Signature of Reporting Person | Date |
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