SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Edwards Dennis

(Last)

(First)

(Middle)

C/O HYZON MOTORS INC.

599 SOUTH SCHMIDT ROAD

(Street)

BOLINGBROOK

60440

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hyzon Motors Inc. [ HYZN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.0001 per share								5,384⁽¹⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$314.5⁽²⁾							⁽³⁾	02/04/2027	Class A Common Stock, par value $0.0001 per share	627⁽²⁾		627⁽²⁾	D
Stock Option (Right to Buy)	$188⁽²⁾							⁽⁴⁾	07/26/2027	Class A Common Stock, par value $0.0001 per share	1,170⁽²⁾		1,170⁽²⁾	D
Stock Option (Right to Buy)	$79.5⁽²⁾							⁽⁵⁾	09/29/2028	Class A Common Stock, par value $0.0001 per share	2,769⁽²⁾		2,769⁽²⁾	D
Restricted Stock Units	$0⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock, par value $0.0001 per share	120⁽¹⁾		120⁽¹⁾	D

Explanation of Responses:

1. The number of shares beneficially owned reflects the 1-for-50 reverse stock split effected September 11, 2024.

2. The per share exercise price and number of shares subject to the option reflect the 1-for-50 reverse stock split effected September 11, 2024.

3. One-third of the total number of Options will immediately vest on grant date and one-third will vest upon each of the second year and third year anniversaries of the Grant Date, respectively, subject to continued employment with the Issuer.

4. Options granted hereunder shall vest on the earlier of (i) July 26, 2023 or the date immediately preceding the date on which on which Participant's term as a director of the Company ceases.

5. Options granted hereunder shall vest on the earlier of (i) September 4, 2024 or the date immediately preceding the date on which on which Participant's term as a director of the Company ceases.

6. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Hyzon Motors, Inc. Class A Common Stock.

7. The RSUs were granted on February 4, 2022 and will vest in equal installments on each of November 11, 2022, 2023 and 2024, subject to the Reporting Person's continued service with the Issuer.

Remarks:

	/s/ John Zavoli, Attorney-in-fact	09/19/2024
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4 filed by Director Edwards Dennis