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^*

ZAVOLI JOHN R

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	GC & Chief Legal Officer

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								3,413⁽¹⁾	D
Class A Common Stock, par value $0.0001 per share								5⁽¹⁾	I	By Wife

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)
Restricted Stock Units	$0⁽²⁾							⁽³⁾	⁽³⁾	Class A Common Stock, par value $0.0001 per share	638⁽¹⁾		638⁽¹⁾	D
Restricted Stock Units	$0⁽²⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock, par value $0.0001 per share	4,000⁽¹⁾		4,000⁽¹⁾	D
Restricted Stock Units	$0⁽²⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock, par value $0.0001 per share	709⁽¹⁾		709⁽¹⁾	D
Restricted Stock Units	$0⁽²⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock, par value $0.0001 per share	6,340⁽¹⁾		6,340⁽¹⁾	D
Restricted Stock Units	$0⁽²⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock, par value $0.0001 per share	3,120⁽¹⁾		3,120⁽¹⁾	D
Performance-Based Restricted Stock Units	$0⁽⁸⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock, par value $0.0001 per share	2,441⁽¹⁾		2,441⁽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. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Hyzon Motors, Inc. Class A Common Stock.

3. Restricted stock units vest 100% on the anniversary of the Grant Date, subject to continued employment with the Issuer.

4. Restricted stock units will fully vest on the second anniversary of the Grant Date, subject to continued employment with the Issuer.

5. Restricted stock units granted under the Hyzon Motors Inc. 2020 Stock Incentive Plan, granted on February 18, 2021 (the "Grant Date"); restricted stock units vest pursuant to a five year vesting schedule, whereby one-sixth of the total number of shares vested on the Grant Date, subject to deferral to September 22, 2021, and each year on the anniversary of the Grant Date, subject to continued employment with the Issuer. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

6. Restricted stock units vest 50% on the first and second anniversary of the Grant Date, subject to continued employment with the Issuer.

7. Restricted stock units vest pursuant to a four year vesting schedule, whereby one-fourth of the total number of shares vest each year on the anniversary of the Grant Date, subject to continued employment with the Issuer.

8. Each Performance-Based Restricted Stock Unit (PSU) or Restricted Stock Unit (RSU) represents a contingent right to receive one share of Hyzon Motors, Inc. Class A Common Stock.

9. Represents settlement of a performance-based restricted stock unit (PSU) granted on June 30, 2023 (Grant Date). On March 6, 2024, the Company's Compensation Committee determined that 183,040 PSUs eligible to be earned by the Reporting Person have been earned based on a combination of Company goals, functional goals, and individual goals of such Reporting Person. Pursuant to the PSU agreement, for the PSUs that have been earned, one-third will vest on each of the first, second and third anniversaries of the Grant Date. Vesting is subject to the Reporting Person remaining in continuous service through the vesting date. This footnote relates to pre-reverse split conditions.

Remarks:

	/s/ John Zavoli	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by GC & Chief Legal Officer Zavoli John R