Calculation of Filing Fee Table
Form S-8
(Form Type)
Proterra Inc
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, par value $0.0001 per share | Other | 9,050,606(2) | $1.0400(3) | $9,412,630.24 | 0.00011020 | $1,038.00 |
| Equity | Common Stock, par value $0.0001 per share | Other | 2,262,651(4) | $0.8900(5) | $2,013,759.39 | 0.00011020 | $222.00 |
| Total Offering Amounts | | $11,426,389.63 | | $1,260.00 |
| Total Fees Previously Paid | | | | — |
| Total Fee Offsets | | | | — |
| Net Fee Due | | | | $1,260.00 |
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional number of securities as may become issuable pursuant to the provisions of the Proterra Inc 2021 Equity Incentive Plan (the “2021 Plan”) and the Proterra Inc 2021 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).
(2)Represents additional shares of Common Stock to be registered and available for grant under the 2021 Plan resulting from the annual automatic increase in the number of authorized shares reserved and available for issuance under the 2021 Plan. The increase was effective as of January 1, 2023.
(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, on the basis of the average of the high and low sale prices of the Common Stock on April 27, 2023, as reported on the Nasdaq Global Select Market.
(4)Represents additional shares of Common Stock to be registered and available for grant under the ESPP resulting from the annual automatic increase in the number of authorized shares reserved and available for issuance under the ESPP. The increase was effective as of January 1, 2023.
(5)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, on the basis of the average of the high and low sale prices of the Common Stock on April 27, 2023, as reported on the Nasdaq Global Select Market, multiplied by 85%. Pursuant to the ESPP, the purchase price of the shares of Common Stock will be 85% of the lower of the fair market value of the Common Stock on the Offering Date or the Purchase Date (each as defined in the ESPP).
