HYZON Motors (HYZN) Form 4 Change in insider ownership

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^*

HORIZON FUEL CELL TECHNOLOGIES PTE LTD

(Last) (First) (Middle)

48 TOH GUAN ROAD EAST, #05-124

ENTERPRISE HUB

(Street)

SINGAPORE U0 608586

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2024

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.0001 per share	01/17/2024		S		90,000	D	$0.6	98,987,548(1)(2)(3)(4)	I	See Footnotes(1)(2)(3)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

HORIZON FUEL CELL TECHNOLOGIES PTE LTD

(Last) (First) (Middle)

48 TOH GUAN ROAD EAST, #05-124

ENTERPRISE HUB

(Street)

SINGAPORE U0 608586

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hymas Pte. Ltd.

(Last) (First) (Middle)

48 TOH GUAN ROAD EAST, #05-124

ENTERPRISE HUB

(Street)

SINGAPORE U0 608586

(City) (State) (Zip)

Explanation of Responses:

1. Horizon Fuel Cell Technologies Pte. Ltd. ("Horizon"), which indirectly through subsidiaries owns 75.83% of Hymas Pte. Ltd. ("Hymas"), and Hymas are reporting persons on a Schedule 13D as part of a "group" (as defined in Rule 13d-5 of the Securities Exchange Act of 1934). Each such reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.

2. Of the shares of Class A Common Stock, par value $0.0001 per share ("Shares"), of Hyzon Motors Inc. (the "Issuer") reported herein, 2,360,000 Shares (the "Nominee Shares" are owned directly by Theodore H. Swindells (the "Shareholder"), pursuant to a Nominee Agreement between Hymas and the Shareholder, dated as of December 28, 2023 (the "Nominee Agreement"), between Hymas and the Shareholder. Pursuant to the Nominee Agreement, Hymas retains voting and investment power over the Nominee Shares, and remains the beneficial owner of such Nominee Shares.

3. Consists of (i) 59,030,581 Shares owned of record by Horizon, (ii) 37,596,967 Shares owned of record by Hymas, and (iii) 2,360,000 Shares owned of record by the Shareholder.

4. A portion of the shares reported herein as beneficially owned by Horizon and Hymas are subject to (i) in the case of Horizon, (X) call option agreements with certain securityholders of Horizon, pursuant to which such securityholders have the right to purchase Shares from Horizon and (Y) issuance and transfer to certain securityholders of Horizon in exchange for shares of tracking stock that are intended to track the financial performance of the Shares ("T-Shares"), and (ii) in the case of Hymas call option agreements with certain securityholders of Horizon and one of its affiliates, pursuant to which such securityholders have the right to purchase Shares from Hymas. Horizon and Hymas, as applicable, each remains the beneficial owner of Shares issuable upon the exercise or exchange of the aforementioned options and T-Shares.

	/s/ Gu Zhijun (George), Chairman	01/19/2024
	/s/ Theodore H. Swindells, Director	01/19/2024
	** Signature of Reporting Person	Date
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