SES AI (SES) Form 3 SES AI / Qichao Hu ownership change

SEC Form 3

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

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1. Name and Address of Reporting Person^*

Hu Qichao

(Last) (First) (Middle)

C/O SES AI CORPORATION

35 CABOT ROAD

(Street)

WOBURN MA 01801

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2022

3. Issuer Name and Ticker or Trading Symbol
SES AI Corp [ SES ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 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
Stock Option	(1)	03/31/2020	Class A Common Stock	91,554(7)	0.14	D
Class B Common Stock	(2)	(2)	Class A Common Stock	27,917,023(7)	(2)	D
Class B Common Stock	(2)	(2)	Class A Common Stock	11,964,432(7)	(2)	I	See footnote(3)
Earnout Shares	(4)	(4)	Class A Common Stock	9,182(7)	(4)	D
Earnout Shares	(5)	(5)	Class B Common Stock	2,799,859(7)	(5)	D
Earnout Shares	(5)	(5)	Class B Common Stock	1,199,937(7)	(5)	I	See footnote(6)

Explanation of Responses:

1. Reflects fully vested options granted on April 1, 2020, subject to the Reporting Person's continued service on the vesting date.

2. Each share of Class B common stock, par value $0.0001 per share, of the Issuer ("Class B Common Stock"), is convertible on a one-for-one basis into a share of Class A common stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock"), at the holder's option or otherwise automatically upon the occurrence of certain events. For more information on such events, see the Issuer's current report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 8, 2022.

3. Includes (1) 3,988,144 shares of Class B Common Stock held by First State Trust Company, as Trustee of the Qichao Hu 2021 Irrevocable Trust, (2) 3,988,144 shares of Class B Common Stock held by First State Trust Company, As Trustee of the Qichao Hu Family Delaware Trust and (3) 3,988,144 shares of Class B Common Stock held by Qichao Hu, as the Trustee of the Qichao Hu 2021 Annuity Trust March 31, 2021. These shares may be deemed to be indirectly beneficially owned by the Reporting Person.

4. Reflects the right to receive earn-out shares of Class A Common Stock (the "Earn-Out Restricted Shares") pursuant to the Business Combination Agreement (as defined in footnote 7). The Earn-Out Restricted Shares were placed into escrow at the Closing (as defined in footnote 7) and shall vest on the date that the closing price of the shares of the Class A common stock equals or exceeds $18.00 during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing. The vesting of the Earn-Out Restricted Shares is also subject to the Reporting Person's continued service on the vesting date.

5. Reflects the right to receive earn-out shares of Class B Common Stock ("Founder Earn-Out Shares") pursuant to the Business Combination Agreement (as defined in footnote 7). The Founder Earn-Out Shares were placed into escrow at the Closing (as defined in footnote 7) and shall vest on the date that the closing price of the shares of the Class A common stock equals or exceeds $18.00 during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing.

6. Includes the right to receive (1) 399,979 Founder Earn-Out Shares by First State Trust Company, as Trustee of the Qichao Hu 2021 Irrevocable Trust, (2) 399,979 Founder Earn-Out Shares by First State Trust Company, As Trustee of the Qichao Hu Family Delaware Trust and (3) 399,979 Founder Earn-Out Shares by Qichao Hu, as the Trustee of the Qichao Hu 2021 Annuity Trust March 31, 2021. These shares may be deemed to be indirectly beneficially owned by the Reporting Person.

7. Reflects securities outstanding following and as a result of the closing ("Closing") of the Business Combination Agreement, dated July 12, 2021 and as amended on September 20, 2021 (the "Business Combination Agreement"), by and among Ivanhoe Capital Acquisition Corp. (the "Issuer"), Wormhole Merger Sub Pte. Ltd. and SES Holdings Pte. Ltd. ("Old SES"). As of Closing, which occurred on February 3, 2022, the Issuer domesticated as a Delaware corporation and changed its name to "SES AI Corporation," and Old SES became a wholly-owned subsidiary of the Issuer. The Reporting Person was founder, chief executive officer and director of Old SES and is continuing in such roles at the Issuer following Closing, and, as such, the Reporting Person's equity securities in Old SES were converted at Closing into equity securities of the Issuer. For more information, see the Issuer's current report on Form 8-K filed with the SEC on February 8, 2022.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Joanne Ban, Attorney-in-Fact	02/11/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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