Proterra (PTRAQ) Form 4 Proterra / Christopher L Bailey 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^*

Bailey Christopher L

(Last) (First) (Middle)

C/O PROTERRA INC

1815 ROLLINS ROAD

(Street)

BURLNGAME CA 94010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Proterra Inc [ PTRA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Powered & Energy

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2023

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	03/28/2023		A		167,037(1)	A	$0.00	484,513	D

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)	$1.5	03/28/2023		A		274,282		(2)	03/28/2033	Common Stock	274,282	$0.00	274,282	D

Explanation of Responses:

1. Represents the number of shares of common stock underlying restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's common stock. The shares underlying the RSUs vest as to 25% of the total shares on March 25, 2024, and thereafter vest as to 25% of the total shares annually until fully vested, subject to the Reporting Person remaining in Service (as defined in the Issuer's 2021 Equity Incentive Plan) of the Issuer as of each such date.

2. The stock option vests as to 25% of the total shares on March 25, 2024, and thereafter vests as to 25% of the total shares annually until fully vested, subject to the Reporting Person remaining in Service (as defined in the Issuer's 2021 Equity Incentive Plan) of the Issuer as of each such date.

Remarks:

	Christopher L. Bailey, by /s/ Ron A. Metzger, Attorney-in-Fact	03/30/2023
	** 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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