SES AI (SES) Form 3 Initial statement of insider ownership

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^*

General Motors Holdings LLC

(Last) (First) (Middle)

300 RENAISSANCE CENTER

(Street)

DETROIT MI 48265

(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)

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

5. 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 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)
Class A common stock, par value $0.0001	9,880,715	D(1)(2)
Class A common stock, par value $0.0001	23,175,622	I(1)(2)	Held by General Motors Ventures LLC(1)(2)

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

1. Name and Address of Reporting Person^*

General Motors Holdings LLC

(Last) (First) (Middle)

300 RENAISSANCE CENTER

(Street)

DETROIT MI 48265

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Motors Ventures LLC

(Last) (First) (Middle)

300 RENAISSANCE CENTER

(Street)

DETROIT MI 48265

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Motors Financial Company, Inc.

(Last) (First) (Middle)

300 RENAISSANCE CENTER

(Street)

DETROIT MI 48265

(City) (State) (Zip)

Explanation of Responses:

1. General Motors Ventures LLC ("GM Ventures") is the record holder of 21,090,498 shares of Class A Common Stock and 2,085,124 shares of Class A Common Stock that may be issued for the benefit of the former holders of SES Holdings Pte. Ltd. common stock (the "Earn-Out Shares"). General Motors Holdings LLC ("GM Holdings") is the record holder of 9,043,889 shares of Class A Common Stock and 836,826 Earn-Out Shares. GM Ventures is a direct, wholly owned subsidiary of GM Holdings, and GM Holdings is a direct, wholly owned subsidiary of General Motors Company ("GM"). GM may be deemed to share beneficial ownership over the shares of Class A Common Stock directly owned by GM Ventures and GM Holdings, and GM Holdings may be deemed to share beneficial ownership over the shares of Class A Common Stock directly owned by GM Ventures. Each of GM and GM Holdings disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein.

2. (Continued form footnote 1) The address of the principal business office of each of GM, GM Holdings, and GM Ventures is 300 Renaissance Center, Detroit, MI, 48265.

Remarks:

	GENERAL MOTORS HOLDINGS LLC, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Secretary	02/14/2022
	GENERAL MOTORS VENTURES LLC, /s/ Joel Stark, Name: Joel Stark, Title: Assistant Secretary	02/14/2022
	GENERAL MOTORS COMPANY, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Corporate Secretary	02/14/2022
	** 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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