Sec Form 4 Filing - MORGAN MICHAEL C @ STEM, INC. - 2021-08-13

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 MORGAN MICHAEL C 2. Issuer Name and Ticker or Trading Symbol STEM, INC. [ STEM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 100 CALIFORNIA STREET, 14TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2021 (Street) SAN FRANCISCO, CA94111 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 Common Stock, Par Value $0.0001 Per Share 08/13/2021 J 9,375,621 D $ 0 134,005 I Held by Star Peak Sponsor LLC ( 1 ) Common Stock, Par Value $0.0001 Per Share 08/13/2021 J 952,766 ( 2 ) A $ 0 1,086,771 I Held by Portcullis Investments, LP ( 3 ) Common Stock, Par Value $0.0001 Per Share 08/13/2021 J 532,130 ( 4 ) A $ 0 1,618,901 I Held by Trust ( 5 ) Common Stock, Par Value $0.0001 Per Share 50,000 I Held by Portcullis Partners, LP ( 6 )

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 Secu rities 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MORGAN MICHAEL C 100 CALIFORNIA STREET 14TH FLOOR SAN FRANCISCO, CA94111 X Signatures /s/ William Bush, Attorney-in-Fact 08/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Securities held directly by Star Peak Sponsor LLC (the "Sponsor"). Gives effect to the pro rata distribution from the Sponsor and its affiliates to members of the Sponsor, including the reporting person, for no additional consideration (the "Distribution"). As a result of the Distribution to such other members of Sponsor, the reporting person no longer has indirect beneficial ownership of 9,375,621 shares previously reported as held directly by Sponsor, and the reporting person beneficially owns no shares through the Sponsor except as reported herein. ( 2 )Shares distributed in the Distribution to Portcullis Investments, LP. ( 3 )The reporting person serves as Manager of the general partner, Portcullis G.P., LLC, for, and he and his spouse indirectly hold interests in, Portcullis Investments, L.P. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. ( 4 )Shares distributed in the Distribution to trust. ( 5 )Held by a trust of which the reporting person is a trustee. ( 6 )The reporting person serves as Manager of the general partner, Portcullis G.P., LLC, for, and he and his spouse indirectly hold interests in, Portcullis Partners, L.P. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

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).

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