| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 08/08/2024 |
3. Issuer Name and Ticker or Trading Symbol
FREYR Battery, Inc. /DE/ [ FREY ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants | (1) | 07/09/2026 | Shares of Common Stock | 50,000 | $11.5 | D | |
| Stock Options (right to buy) | (2) | 01/29/2026 | Shares of Common Stock | 22,378 | $0.95 | D | |
| Stock Options (right to buy) | (2) | 01/29/2026 | Shares of Common Stock | 11,189 | $1.114 | D | |
| Stock Options (right to buy) | (2) | 01/29/2026 | Shares of Common Stock | 11,189 | $5.06 | D | |
| Stock Options (right to buy) | (2) | 01/29/2026 | Shares of Common Stock | 44,756 | $3.29 | D | |
| Stock Options (right to buy) | (3) | 07/09/2026 | Shares of Common Stock | 1,185 | $10 | D | |
| Stock Options (right to buy) | (4) | 09/01/2026 | Shares of Common Stock | 100,000 | $10 | D | |
| Stock Options (right to buy) | (5) | 06/09/2027 | Shares of Common Stock | 75,946 | $8.47 | D | |
| Stock Options (right to buy) | (6) | 09/07/2027 | Shares of Common Stock | 2,082 | $12.95 | D | |
| Stock Options (right to buy) | (7) | 05/22/2028 | Shares of Common Stock | 77,310 | $7.55 | D | |
| Stock Options (right to buy) | (8) | 01/15/2029 | Shares of Common Stock | 105,000 | $1.55 | D | |
| Stock Options (right to buy) | (9) | 03/15/2029 | Shares of Common Stock | 21,000 | $1.43 | D | |
| Explanation of Responses: |
| 1. Consists of warrants transferred to the holder in 2021 from Alussa Energy Sponsor LLC, one of the parties to the merger of the issuer's predecessor entity. Each outstanding warrant became exercisable for one share of Common Stock at an exercise price of $11.50 within 60 days of July 9, 2021. |
| 2. Consists of compensatory options which vest annually over three years granted on January 29, 2021 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vested on January 29, 2022, one-third (1/3) vested on January 29, 2023, and one-third (1/3) vested on January 29, 2024. Options are typically forfeited when the employment relationship ends for employees. |
| 3. Consists of compensatory options which vest annually over three years granted on July 9, 2021 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vested on July 9, 2022, one-third (1/3) vested on July 9, 2023, and one-third (1/3) vested on July 9, 2024. Options are typically forfeited when the employment relationship ends for employees. |
| 4. Consists of compensatory options which vest annually over three years granted on September 1, 2021 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vested on September 1, 2022, one-third (1/3) vested on September 1, 2023, and one-third (1/3) vest on September 1, 2024 . Options are typically forfeited when the employment relationship ends for employees. |
| 5. Consists of compensatory options which vest annually over three years granted on June 9, 2022 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vested on June 9, 2023, one-third (1/3) vested on June 9, 2024, and one-third (1/3) vest on June 9, 2025. Options are typically forfeited when the employment relationship ends for employees. |
| 6. Consists of compensatory options which vest annually over three years granted on September 7, 2022 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vested on September 7, 2023, one-third (1/3) vest on September 7, 2024, and one-third (1/3) vest on September 7, 2025. Options are typically forfeited when the employment relationship ends for employees. |
| 7. Consists of compensatory options which vest annually over three years granted on May 22, 2023 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vested on May 22, 2024, one-third (1/3) vest on May 22, 2025, and one-third (1/3) vest on May 22, 2026. Options are typically forfeited when the employment relationship ends for employees. |
| 8. Consists of compensatory options which vest annually over three years granted on January 15, 2024 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vest on January 15, 2025, one-third (1/3) vest on January 15, 2026, and one-third (1/3) vest on January 15, 2027. Options are typically forfeited when the employment relationship ends for employees. |
| 9. Consists of compensatory options which vest annually over three years granted on March 15, 2024 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vest on March 15, 2025, one-third (1/3) vest on March 15, 2026, and one-third (1/3) vest on March 15, 2027. Options are typically forfeited when the employment relationship ends for employees. |
| Remarks: |
| Exhibit List Exhibit 24.1 - Power of Attorney |
| /s/ Einar Kilde | 08/19/2024 | |
| ** 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 5 (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. | ||