Sec Form 4 Filing - Standley Greg @ Hyliion Holdings Corp. - 2023-06-18

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 Standley Greg 2. Issuer Name and Ticker or Trading Symbol Hyliion Holdings Corp. [ HYLN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer. (Last) (First) (Middle) C/O HYLIION HOLDING CORP., 1202 BMC DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 06/18/2023 (Street) CEDAR PARK, TX78613 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 02/12/2024 A( 1 ) 46,875 A $ 0 120,189 D Common Stock 06/18/2023 F( 2 ) 443 D $ 1.84 119,746 D

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 Common Stock ( 3 ) ( 4 ) 02/12/2024 A 46,875 02/12/2025 02/12/2027 Stock Option (Right to Buy) ( 5 ) 46,875 $ 0 46,875 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Standley Greg C/O HYLIION HOLDING CORP. 1202 BMC DRIVE, SUITE 100 CEDAR PARK, TX78613 Chief Accounting Officer. Signatures /s/ Greg Standley 02/14/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person received a grant of restricted stock units ("RSU Award") pursuant to the Issuer's 2020 Equity Incentive Plan. One-third (1/3) of the RSU Award will vest on February 12, 2025 and the remaining two-thirds (2/3) of the RSU Award will vest quarterly in equal amounts over a two-year period thereafter. ( 2 )Shares withheld for the payment of a tax liability related to the vesting and distribution of restricted stock unit awards. ( 3 )Performance Stock Incentive Units. ( 4 )The Reporting Person received a grant of performance stock incentive units ("PSU Award") pursuant to the Issuer's 2020 Equity Incentive Plan. The awards vest between February 12, 2025 and February 12, 2027 contingent upon achieving underlying closing stock price thresholds ranging from $2.00 to $3.00 per share over a 30-trading-day average. ( 5 )Common Stock.

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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