Sec Form 4 Filing - Goetz Jochen M @ Proterra Inc - 2021-08-23

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 Goetz Jochen M 2. Issuer Name and Ticker or Trading Symbol Proterra Inc [ PTRA] 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 PROTERRA INC, 1815 ROLLINS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2021 (Street) BURLINGAME, CA94010 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 08/23/2021 A( 1 ) 210,075 ( 1 ) A $ 8.925 9,618,260 I See Footnote ( 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 Goetz Jochen M C/O PROTERRA INC 1815 ROLLINS ROAD BURLINGAME, CA94010 X Signatures /s/ Joshua Damm, Attorney-in-Fact 08/25/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 19, 2021, Issuer determined that Daimler Trucks & Buses US Holding Inc. ("DTBUS") became entitled to receive these shares of common stock pursuant to the earnout provision set forth in Section 3.09(a)(i) of the Agreement and Plan of Merger, dated as of January 11, 2021, by and among Proterra Inc (formerly ArcLight Clean Transition Corp.), Phoenix Merger Sub, Inc., and Proterra Operating Company, Inc. (formerly Proterra Inc)(the "Merger Agreement"). The price per share indicated on this form is based on the deemed value of the common stock on the date the Merger Agreement was signed. The right of DTBUS to receive additional shares became fixed and irrevocable on June 14, 2021, the effective date of the merger. Pursuant to an agreement between DTBUS and Issuer, Issuer delayed the delivery of earnout stock until receipt of DTBUS' written consent to accept delivery of such shares on August 23, 2021. ( 2 )DTBUS is the record holder of the securities reported herein. The reporting person is the DTBUS designee to the Issuer's board of directors, and is employed by Daimler Truck AG, the parent company of DTBUS. The reporting person is a member of various M&A approval bodies of Daimler AG and its subsidiaries, and as a result may be, directly or indirectly, have voting and dispositive control over the shares held by DTBUS.

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