SEC Form SC 13G/A filed by ESS Tech Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ESS Tech, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
26916J106
(CUSIP Number)
February 2, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 26916J106
| 1. |
Names of Reporting Persons
BASF Venture Capital GmbH | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
7,543,436 shares | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
7,543,436 shares | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,543,436 shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
4.9% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Percentage ownership is based on 153,258,791 shares of the Issuer’s outstanding common stock as of October 31, 2022, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2022. |
| Item1(a) | Name of Issuer: |
ESS Tech, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
26440 SW Parkway Ave
Wilsonville, OR 97070
| Item 2(a) | Name of Person Filing: |
BASF Venture Capital GmbH
| Item 2(b) | Address of Principal Business Office or, if none, Residence: |
Industriestrasse 35
68169 Mannheim
Germany
| Item 2(c) | Citizenship: |
BASF Venture Capital GmbH is incorporated in Germany
| Item 2(d) | Title of Class of Securities: |
Common stock, par value $0.0001 per share
| Item 2(e) | CUSIP Number: |
26916J106
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
See Row 9 of cover page.
| (b) | Percent of class: |
See Row 11 of cover page.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page.
| Item 5. | Ownership of 5 Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [X]
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 6, 2023
| BASF Venture Capital GmbH | ||
| By: | /s/ Markus Solibieda | |
| Name: | Markus Solibieda | |
| Title: | Managing Director | |