Sec Form 4 Filing - ANDERSON ERIK J @ Decarbonization Plus Acquisition Corp - 2020-12-04

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ANDERSON ERIK J 2. Issuer Name and Ticker or Trading Symbol Decarbonization Plus Acquisition Corp [ DCRB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O DECARBONIZATION PLUS ACQ CORP., 2744 SAND HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/04/2020 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Class B Common Stock, par value $0.0001 per share ( 1 ) 12/04/2020 J( 2 ) 12,911 ( 1 ) ( 1 ) Class A Common Stock 12,911 ( 1 ) 630,947 ( 2 ) I See footnotes ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ANDERSON ERIK J C/O DECARBONIZATION PLUS ACQ CORP. 2744 SAND HILL ROAD MENLO PARK, CA94025 X Chief Executive Officer Signatures Erik J. Anderson, by Peter Haskopoulos, as Attorney in Fact, /s/ Peter Haskopoulos 12/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. ( 2 )The Class B Common Stock owned by WRG DCRB Investors, LLC included up to 90,607 shares that were subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities did not exercise in full their over-allotment option as described in the Issuer's Registration Statement on Form S-1 (File No. 333-248958). Because the underwriters exercised their over-allotment option in part, WRG DCRB Investors, LLC forfeited 12,911 shares of Class B Common Stock on December 4, 2020 for cancellation by the Issuer. ( 3 )WRG DCRB Investors, LLC is the record holder of the shares reported herein. WestRiver Management, LLC is the managing member and majority owner of WRG DCRB Investors, LLC. Mr. Anderson is the sole member of WestRiver Management, LLC and has voting and investment discretion with respect to the shares held of record by WRG DCRB Investors, LLC. As such, Mr. Anderson may be deemed to have or share beneficial ownership of the common stock held directly by WRG DCRB Investors, LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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