Proterra (PTRAQ) Form 4 ArcLight Clean Transition / Ryan Popple 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^*

Popple Ryan

(Last) (First) (Middle)

C/O PROTERRA INC

1815 ROLLINS ROAD

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ArcLight Clean Transition Corp. [ PTRA ]

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)
06/14/2021

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

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)	$1.33	06/14/2021		A		378,174		(1)	10/19/2024	Common Stock	378,174	(2)	378,174	D
Stock Option (Right to Buy)	$1.33	06/14/2021		A		1,257,671		(1)	10/19/2024	Common Stock	1,257,671	(2)	1,257,671	D
Stock Option (Right to Buy)	$1.33	06/14/2021		A		2,789		(1)	04/20/2025	Common Stock	2,789	(2)	2,789	D
Stock Option (Right to Buy)	$1.33	06/14/2021		A		41,835		(1)	04/20/2025	Common Stock	41,835	(2)	41,835	D
Stock Option (Right to Buy)	$2.01	06/14/2021		A		58,381		(1)	12/15/2026	Common Stock	58,381	(2)	58,381	D
Stock Option (Right to Buy)	$2.01	06/14/2021		A		1,694,264		(3)	12/15/2026	Common Stock	1,694,264	(2)	1,694,264	D
Stock Option (Right to Buy)	$4.26	06/14/2021		A		208,210		(1)	06/21/2028	Common Stock	208,210	(2)	208,210	D
Stock Option (Right to Buy)	$5.41	06/14/2021		A		223,125		(1)	12/28/2028	Common Stock	223,125	(2)	223,125	D

Explanation of Responses:

1. This option is fully vested.

2. Pursuant to the business combination of ArcLight Clean Transition Corp. and Proterra Inc ("Old Proterra"), each share of Old Proterra outstanding common stock was automatically converted into the right to shares of the Issuer's Common Stock based on a 1 to 0.8925 conversion ratio ("Conversion Ratio"). In addition, each outstanding Old Proterra equity award was automatically converted into a corresponding equity award of the Issuer based on the Conversion Ratio and with the same terms and vesting conditions as the Old Proterra equity awards.

3. 88% of this option vested and became exercisable on March 16, 2020, with the remainder vesting in equal quarterly installments thereafter until March 16, 2024, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Joshua Damm, Attorney-in-Fact	06/16/2021
	** 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).
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