Sec Form 4/A Filing - Gu Zhijun @ Hyzon Motors Inc. - 2023-12-20

FORM 4/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Gu Zhijun 2. Issuer Name and Ticker or Trading Symbol Hyzon Motors Inc. [ HYZN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) 2400 MARSHALL CT 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2023 (Street) NAPERVILLE, IL60565 4. If Amendment, Date Original Filed (MM/DD/YY) 09/18/2023 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 Class A Common Stock, par value $0.0001 per share 12/20/2023 J( 1 ) 1,866,109 ( 1 ) A $ 0.001 2,087,609 I See footnote ( 2 )

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 Employee Stock Options ( 3 ) $ 1.13 ( 3 ) ( 3 ) Class A Common Stock, par value $0.0001 per share 5,537,500 5,537,500 D T-Shares ( 4 ) $ 0 12/20/2023 J( 4 ) 13,844,045 ( 4 ) ( 4 ) Class A Common Stock, par value $0.0001 per share 13,844,045 $ 0.001 13,844,045 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gu Zhijun 2400 MARSHALL CT NAPERVILLE, IL60565 Former Director Signatures /s/ Gu Zhijun (George), 01/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The disposition of the shares of Class A Common Stock, par value $0.0001 per share ("Shares"), of Hyzon Motors Inc. (the "Issuer") reported herein was in connection a restructuring (the "Restructuring") of Horizon Fuel Cell Technologies Pte. Ltd. ("Horizon"), which indirectly through subsidiaries owns a majority of the Issuer, pursuant to which Horizon and Hymas Pte. Ltd., an indirect subsidiary of Horizon ("Hymas"), sold or otherwise transferred Shares (or rights to acquire Shares) to certain of their securityholders and affiliates thereof. The acquired shares were purchased directly from Hymas in the Restructuring. ( 2 )The securities reported herein are owned directly by Catalyst GZJ Holdings Limited, a British Virgin Islands business company ("Catalyst"). As the sole shareholder of Catalyst, Mr. Gu may be deemed to beneficially own the securities of the Issuer held by Catalyst. Mr. Gu disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. ( 3 )Employee stock options under the Hyzon Motors Inc. 2020 Stock Incentive Plan, granted on November 12, 2020; options vested on January 4, 2021 and will expire on December 30, 2035. ( 4 )The securities reported herein are shares of tracking stock intended to track the financial performance of the Shares ("T-Shares"). Mr. Gu acquired these T-Shares from Horizon pursuant to the Restructuring. Such T-Shares are exchangeable for Shares during specified exercise windows at the election of the holder based on an exchange ratio of one T-Share for one Share. On the tenth anniversary of their issuance, any outstanding T-Shares will be automatically exchanged for Shares.

Remarks: This amended Form 4 is being filed to correct errors from the initial filing for the reporting person's ownership of securities of Hyzon. This constitutes an exit filing, as this reporting person is no longer a director of the Issuer.

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.