ESS Tech (GWH) Form 4 ESS Tech / MICHAEL R NIGGLI ownership change

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^*

NIGGLI MICHAEL R

(Last) (First) (Middle)

C/O ESS TECH, INC.

26440 SW PARKWAY AVE., BLDG. 83

(Street)

WILSONVILLE OR 97070

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ESS Tech, Inc. [ GWH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2024

4. 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 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
Common Stock	08/29/2024		M		11,852	A	$6.88	77,312(1)	D
Common Stock								5,681	I	See footnote(2)
Common Stock								5,681	I	See footnote(3)
Common Stock								5,681	I	See footnote(4)
Common Stock								5,681	I	See footnote(5)
Common Stock								15,160	I	See footnote(6)
Common Stock								21,666	I	See footnote(7)
Common Stock								5,407	I	See Footnotes(8)
Common Stock								5,407	I	See Footnote(9)
Common Stock								5,407	I	See Footnote(10)

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
Stock Option (right to buy)	$6.88	08/29/2024		M			11,852	(11)	10/18/2028	Common Stock	11,852	$0	0	D

Explanation of Responses:

1. On August 23, 2024 the issuer completed a one-for-fifteen reverse stock split of its common stock. All of the share numbers have been adjusted to reflect this reverse stock split.

2. The shares are held of record by the Chloe D. Niggli Gift Trust for which the reporting person serves as trustee.

3. The shares are held of record by the Michael R. Niggli Jr. 2021 Gift Trust for which the reporting person serves as trustee.

4. The shares are held of record by the Lorelei A. Niggli 2021 Gift Trust for which the reporting person serves as trustee.

5. The shares are held of record by the Ian M. Niggli 2021 Gift Trust for which the reporting person serves as trustee.

6. The shares are held of record by the Michael R. Niggli Family Trust for which the reporting person serves as trustee.

7. The shares are held of record by the Linda Naviaux Niggli Trust for which the reporting person's spouse serves as trustee.

8. The shares are held of record by the John Naviaux Gift Trust for which the spouse of the reporting person serves as trustee.

9. The shares are held of record by the James Naviaux Gift Trust for which the spouse of the reporting person serves as trustee.

10. The shares are held of record by the Laura C Sturr Gift Trust for which the spouse of the reporting person serves as trustee.

11. The shares subject to the option vest in 48 equal monthly installments beginning on August 20, 2018.

Remarks:

	/s/Kelly F. Goodman, by power of attorney for Michael R. Niggli	09/03/2024
	** 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).
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