| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ArcLight Clean Transition Corp. [ PTRA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/14/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/14/2021 | A(1) | 21,796 | A | (1) | 21,796 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $2.01 | 06/14/2021 | A | 177,642 | (2) | 11/16/2026 | Common Stock | 177,642 | (1) | 177,642 | D | ||||
| Stock Option (Right to Buy) | $2.01 | 06/14/2021 | A | 438,520 | (2) | 11/16/2026 | Common Stock | 438,520 | (1) | 438,520 | D | ||||
| Stock Option (Right to Buy) | $2.01 | 06/14/2021 | A | 133,875 | (3) | 12/15/2026 | Common Stock | 133,875 | (1) | 133,875 | D | ||||
| Stock Option (Right to Buy) | $4.26 | 06/14/2021 | A | 446,249 | (3) | 05/16/2028 | Common Stock | 446,249 | (1) | 446,249 | D | ||||
| Stock Option (Right to Buy) | $5.98 | 06/14/2021 | A | 337,365 | (3) | 08/20/2029 | Common Stock | 337,365 | (1) | 337,365 | D | ||||
| Stock Option (Right to Buy) | $4.62 | 06/14/2021 | A | 8,924 | (3) | 08/19/2030 | Common Stock | 8,924 | (1) | 8,924 | D | ||||
| Stock Option (Right to Buy) | $4.78 | 06/14/2021 | A | 22,312 | (3) | 12/20/2030 | Common Stock | 22,312 | (1) | 22,312 | D | ||||
| Stock Option (Right to Buy) | $4.78 | 06/14/2021 | A | 22,312 | (3) | 12/20/2030 | Common Stock | 22,312 | (1) | 22,312 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the business combination of ArcLight Clean Transition Corp. and Proterra Inc ("Old Proterra"), each share of Old Proterra outstanding common stock was automatically converted into the right to shares of the Issuer's Common Stock based on a 1 to 0.8925 conversion ratio ("Conversion Ratio"). In addition, each outstanding Old Proterra equity award was automatically converted into a corresponding equity award of the Issuer based on the Conversion Ratio and with the same terms and vesting conditions as the Old Proterra equity awards. |
| 2. This option is fully vested. |
| 3. 6.25% of the total shares underlying the option vest quarterly installments until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
| Remarks: |
| /s/ Joshua Damm, Attorney-in-Fact | 06/16/2021 | |
| ** 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. | ||
| 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. | ||