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).

1. Name and Address of Reporting Person^*

Decarbonization Plus Acquisition Sponsor II, LLC

(Last)

(First)

(Middle)

C/O DECARBONIZATION PLUS ACQUISITION

CORP II 2744 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Decarbonization Plus Acquisition Corp II [ DCRN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2022

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

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

	Form filed by One Reporting Person
X	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	01/13/2022		C		9,702,500	A	⁽¹⁾	9,702,500	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	01/13/2022		D		9,702,500	D	⁽²⁾	0	I	See Footnotes⁽⁴⁾⁽⁵⁾

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)
Class B Common Stock	⁽¹⁾	01/13/2022		C			9,702,500	⁽¹⁾	⁽¹⁾	Class A Common Stock	9,702,500	⁽¹⁾	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Warrants	$11.5	01/13/2022		D			7,067,263	⁽³⁾	01/13/2027	Class A Common Stock	7,067,263	$1.5	0	I	See Footnotes⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Decarbonization Plus Acquisition Sponsor II, LLC

(Last)

(First)

(Middle)

C/O DECARBONIZATION PLUS ACQUISITION

CORP II 2744 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RIVERSTONE HOLDINGS LLC

(Last)

(First)

(Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LEUSCHEN DAVID M

(Last)

(First)

(Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LAPEYRE PIERRE F JR

(Last)

(First)

(Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. In connection with the closing of the business combination (the "Business Combination") between Decarbonization Plus Acquisition Corporation II ("DCRN"), Hulk Merger Sub, Inc.("Merger Sub"), Tritium Holdings Pty Ltd ("Tritium") and Tritium DCFC Limited ("NewCo") on January 13, 2022, the Reporting Person's shares of Class B Common Stock of DCRN automatically converted into shares of Class A Common Stock of DCRN on a one-for-one basis pursuant to the amended and restated certificate of incorporation of DCRN. The shares of Class B Common Stock of DCRN were subject to adjustment pursuant to certain anti-dilution rights (which rights were waived by the Reporting Person in connection with the Business Combination) and had no expiration date.

2. Pursuant to the terms of the Business Combination Agreement, by and among DCRN, Tritium, NewCo and Merger Sub, dated as of May 25, 2021, as amended on July 27, 2021 by the First Amendment to the Business Combination Agreement (the "Business Combination Agreement"), 9,702,500 shares of Class A Common Stock of DCRN were disposed of in exchange for an equal number of ordinary shares of NewCo.

3. Pursuant to the terms of the Business Combination Agreement, warrants to purchase 7,067,263 shares of Class A Common Stock of DCRN, which will become exercisable 30 days after completion of the Business Combination, were assumed by NewCo in the Business Combination and replaced with warrants to purchase an equal number of ordinary share of NewCo. The 7,067,263 warrants were acquired by Decarbonization Plus Acquisition Sponsor II LLC pursuant to the Private Placement Warrants Purchase Agreement, dated February 3, 2021, and the Securities Agreement, dated June 9, 2021.

4. Decarbonization Plus Acquisition Sponsor II LLC is the record holder of the securities reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which controls Decarbonization Plus Acquisition Sponsor II LLC.

5. Each of Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre, Jr. may be deemed to have or share beneficial ownership of the securities held directly by Decarbonization Plus Acquisition Sponsor II LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

	Decarbonization Plus Acquisition Sponsor II LLC, /s/ Peter Haskopoulos, Managing Director	01/14/2022
	Riverstone Holdings LLC, /s/ Peter Haskopoulos, Authorized Person	01/14/2022
	David M. Leuschen, /s/ Peter Haskopoulos, Attorney-in-fact	01/14/2022
	Pierre F. Lapeyre, Jr., /s/ Peter Haskopoulos, Attorney-in-fact	01/14/2022
	** 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).
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SEC Form 4: Decarbonization Plus Acquisition Sponsor Ii, Llc converted options into 9,702,500 shares and returned 9,702,500 shares to the company