Sec Form 4 Filing - NIGGLI MICHAEL R @ ESS Tech, Inc. - 2022-03-01

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
NIGGLI MICHAEL R
2. Issuer Name and Ticker or Trading Symbol
ESS Tech, Inc. [ GWH]
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)
C/O ESS TECH, INC., 26440 SW PARKWAY AVE., BLDG. 83
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2022
(Street)
WILSONVILLE, OR97070
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 03/01/2022 P 20,000 A $ 5.0084( 1 ) 530,235( 2 ) D
Common Stock 568,312( 3 ) I See footnote( 4 )
Common Stock 227,407( 5 ) I See footnote( 6 )
Common Stock 85,228( 7 ) I See footnote( 8 )
Common Stock 85,228( 7 ) I See footnote( 9 )
Common Stock 85,228( 7 ) I See footnote( 10 )
Common Stock 85,228( 7 ) I See footnote( 11 )
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
NIGGLI MICHAEL R
C/O ESS TECH, INC.
26440 SW PARKWAY AVE., BLDG. 83
WILSONVILLE, OR97070
X
Signatures
/s/ Amir Moftakhar, by power of attorney 03/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.93 to $5.07, 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 purchased at each separate price.
( 2 )Reflects an increase of 16 shares pursuant to an adjustment of earnout shares reported on a Form 4 filed on November 12, 2021.
( 3 )Reflects an increase of 10 shares pursuant to an adjustment of earnout shares reported on a Form 4 filed on November 12, 2021.
( 4 )The shares are held of record by the Linda Naviaux Niggli Trust for which the reporting person's spouse serves as trustee.
( 5 )Reflects an increase of seven shares pursuant to an adjustment of earnout shares reported on a Form 4 filed on November 12, 2021.
( 6 )The shares are held of record by the Michael R. Niggli Family Trust for which the reporting person serves as trustee.
( 7 )Reflects an increase of three shares pursuant to an adjustment of earnout shares reported on a Form 4 filed on November 12, 2021
( 8 )The shares are held of record by the Chloe D. Niggli Gift Trust for which the reporting person serves as trustee.
( 9 )The shares are held of record by the Ian M. Niggli 2021 Gift Trust for which the reporting person serves as trustee.
( 10 )The shares are held of record by the Lorelei A. Niggli 2021 Gift Trust for which the reporting person serves as trustee.
( 11 )The shares are held of record by the Michael R. Niggli Jr. 2021 Gift Trust for which the reporting person serves as trustee.

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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