Sec Form 4 Filing - Bailey Christopher L @ Proterra Inc - 2021-11-29

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 Bailey Christopher L 2. Issuer Name and Ticker or Trading Symbol Proterra Inc [ PTRA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Powered & Energy (Last) (First) (Middle) C/O PROTERRA INC, 1815 ROLLINS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2021 (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

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 Employee stock option (right to buy) $ 10.01 11/29/2021 D 89,250 ( 1 ) 05/19/2031 Common Stock 89,250 ( 2 ) 89,250 D Employee stock option (right to buy) $ 13.68 11/29/2021 A 89,250 ( 1 ) 05/19/2031 Common Stock 89,250 ( 2 ) 89,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bailey Christopher L C/O PROTERRA INC 1815 ROLLINS ROAD BURLINGAME, CA94010 President, Powered & Energy Signatures /s/ Luke Finn, Attorney-in-Fact 12/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock option vests as of 1/48 of the total shares monthly beginning on May 20, 2021 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. ( 2 )In a Form 3 filed on October 1, 2021, as amended on December 1, 2021, the reporting person reported that he beneficially owned an employee stock option covering 89,250 shares of common stock, having an exercise price of $10.01 a share. It was subsequently determined that the exercise price of the option was less than the market price of the Issuer's common stock on the grant date, which was $13.68 a share. To avoid adverse tax consequences, the reporting person and the Issuer agreed to amend the option to provide that the option will have an exercise price of $13.68 a share. The amendment of the option is reported in this Form 4 as a cancellation of the original option and the grant of a replacement option.

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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