Sec Form 4 Filing - Nealis Jing @ SES AI Corp - 2022-08-17

Insider filing report for Changes in Beneficial Ownership
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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
Nealis Jing
2. Issuer Name and Ticker or Trading Symbol
SES AI Corp [ SES]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF FINANCIAL OFFICER
(Last) (First) (Middle)
C/O SES AI CORPORATION, 35 CABOT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
08/17/2022
(Street)
WOBURN, MA01801
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
Class A Common Stock 08/17/2022 S( 1 ) 50,000 D $ 4.8596( 2 ) 1,656,657( 3 )( 4 ) D
Class A Common Stock 08/18/2022 S( 1 ) 30,000 D $ 4.868( 5 ) 1,626,657( 3 )( 4 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nealis Jing
C/O SES AI CORPORATION
35 CABOT ROAD
WOBURN, MA01801
CHIEF FINANCIAL OFFICER
Signatures
/s/ Kyle Pilkington, Attorney-in-Fact 08/19/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares were sold solely to cover taxes upon vesting of a restricted share award, pursuant to a 10b5-1 plan.
( 2 )The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.78 to $4.96, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
( 3 )Includes shares of Class A Common Stock underlying restricted stock units, which are subject to forfeiture until they vest.
( 4 )Includes shares of Class A Common Stock under a restricted share award granted on August 16, 2021. The restricted share award vested 25% on the first anniversary of the grant date and will vest in equal monthly installments over the following 36 months, subject to the reporting person's continued service on each vesting date.
( 5 )The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.76 to $4.925, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

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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