Sec Form 3 Filing - General Motors Holdings LLC @ SES AI Corp - 2022-02-03

FORM 3 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 General Motors Holdings LLC 2. Issuer Name and Ticker or Trading Symbol SES AI Corp [ SES] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 300 RENAISSANCE CENTER 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2022 (Street) DETROIT, MI48265 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 9,880,715 D( 1 )( 2 ) Class A common stock, par value $0.0001 23,175,622 I( 1 )( 2 ) Held by General Motors Ventures LLC( 1 )( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other General Motors Holdings LLC 300 RENAISSANCE CENTER DETROIT, MI48265 X General Motors Ventures LLC 300 RENAISSANCE CENTER DETROIT, MI48265 X General Motors Financial Company, Inc. 300 RENAISSANCE CENTER DETROIT, MI48265 X Signatures GENERAL MOTORS HOLDINGS LLC, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Secretary 02/14/2022 Signature of Reporting Person Date GENERAL MOTORS VENTURES LLC, /s/ Joel Stark, Name: Joel Stark, Title: Assistant Secretary 02/14/2022 Signature of Reporting Person Date GENERAL MOTORS COMPANY, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Corporate Secretary 02/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )General Motors Ventures LLC ("GM Ventures") is the record holder of 21,090,498 shares of Class A Common Stock and 2,085,124 shares of Class A Common Stock that may be issued for the benefit of the former holders of SES Holdings Pte. Ltd. common stock (the "Earn-Out Shares"). General Motors Holdings LLC ("GM Holdings") is the record holder of 9,043,889 shares of Class A Common Stock and 836,826 Earn-Out Shares. GM Ventures is a direct, wholly owned subsidiary of GM Holdings, and GM Holdings is a direct, wholly owned subsidiary of General Motors Company ("GM"). GM may be deemed to share beneficial ownership over the shares of Class A Common Stock directly owned by GM Ventures and GM Holdings, and GM Holdings may be deemed to share beneficial ownership over the shares of Class A Common Stock directly owned by GM Ventures. Each of GM and GM Holdings disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein. ( 2 )(Continued form footnote 1) The address of the principal business office of each of GM, GM Holdings, and GM Ventures is 300 Renaissance Center, Detroit, MI, 48265.

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