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^*

Gu Zhijun

(Last)

(First)

(Middle)

C/O 475 QUAKER MEETING HOUSE ROAD

(Street)

HONEOYE FALLS

14472

(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
X	Officer (give title below)	Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2021

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)

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)
Earnout Rights	⁽¹⁾⁽²⁾⁽³⁾	07/22/2021⁽¹⁾⁽²⁾⁽³⁾		J⁽¹⁾⁽²⁾⁽³⁾		1,303,275		⁽¹⁾⁽²⁾⁽³⁾	07/16/2026	Class A Common Stock, par value $0.0001 per share	1,303,275	$0.00⁽¹⁾⁽²⁾⁽³⁾	1,303,275	D
Earnout Rights	⁽¹⁾⁽²⁾⁽³⁾	07/22/2021⁽¹⁾⁽²⁾⁽³⁾		J⁽¹⁾⁽²⁾⁽³⁾		17,956,042		⁽¹⁾⁽²⁾⁽³⁾	07/16/2026	Class A Common Stock, par value $0.0001 per share	17,956,042	$0.00⁽¹⁾⁽²⁾⁽³⁾	17,956,042	I	By Hymas Pte. Ltd.⁽⁴⁾

Explanation of Responses:

1. On July 16, 2021, pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of February 8, 2021 (the "Business Combination Agreement"), by and among Hyzon Motors Inc. (f/k/a Decarbonization Plus Acquisition Corporation) (the "Issuer"), DCRB Merger Sub Inc. a wholly owned subsidiary of the Issuer ("Merger Sub") and Hyzon Motors USA Inc. (f/k/a Hyzon Motors Inc.) ("Old Hyzon"), Merger Sub merged with and into Old Hyzon with Old Hyzon as the surviving corporation and a wholly owned subsidiary of the Issuer (the "Merger"). On July 22, 2021, the number of Earnout Shares (as defined in the Business Combination Agreement) issuable to each person eligible to receive such Earnout Shares pursuant to the Business Combination Agreement (assuming no forfeiture by other Eligible Company Equityholders of unexercised Company Options or unvested Company RSUs (as each term is defined in the Business Combination Agreement)) was finally determined.

2. (Continued from Footnote 1) Pursuant to the Business Combination Agreement, (i) 38.71% of the Earnout Shares will be issuable if (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $18.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's Class A common stock of at least $18.00; (ii) 38.71% of the Earnout Shares will be issuable if (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $20.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's

3. (Continued from Footnote 2) Class A common stock of at least $20.00; and (iii) 22.58% of the Earnout Shares will be issuable if, after July 16, 2022, (a) the last reported share price of the Issuer's Class A common stock for at least 20 of any 30 consecutive trading days is at least $35.00 or (b) the Issuer consummates a transaction resulting in its stockholders having the right to receive consideration implying a value per share of the Issuer's Class A common stock of at least $35.00.

4. The reporting person may be deemed to beneficially own the securities of the Issuer held directly by Hymas Pte. Ltd. ("Hymas") by virtue of his chairman position and ownership interest in Horizon Fuel Cell Technologies Pte. Ltd., which indirectly owns 79.62% of Hymas through its subsidiaries. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ John Zavoli, Attorney-in-fact	07/26/2021
	** 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 Gu Zhijun