Adam Daley Form 4 STEM / Adam Daley 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^*

Daley Adam

(Last) (First) (Middle)

100 CALIFORNIA STREET

14TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STEM, INC. [ STEM ]

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)
11/30/2021

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
Common Stock, Par Value $0.0001 Per Share	11/30/2021		J(1)		10,051	A	$0	442,776(2)	I	By Daley Revocable Trust(3)
Common Stock, Par Value $0.0001 Per Share	11/30/2021		J(4)		13,865	A	$0	101,249(5)	D
Common Stock, Par Value $0.0001 Per Share	12/01/2021		S		100,000(6)	D	$21.1348	342,776(7)	I	By Daley Revocable Trust(3)
Common Stock, Par Value $0.0001 Per Share	12/02/2021		S		100,000(6)	D	$19.8179	242,776(7)	I	By Daley Revocable Trust(3)
Common Stock, Par Value $0.0001 Per Share								246,251	I	By Daley Investment Trust(8)

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

Explanation of Responses:

1. The shares of common stock reported herein give effect to a pro rata distribution of Issuer common stock from Star Peak Sponsor LLC (the "Sponsor") and its affiliates to members of the Sponsor, including the reporting person, for no additional consideration (the "Distribution").

2. Represents number of shares beneficially owned by Daley Revocable Trust after giving effect to the Distribution.

3. Held by Daley Revocable Trust, of which the reporting person is a trustee.

4. The shares of common stock reported herein give effect to the Distribution.

5. Represents number of shares directly and beneficially owned by the reporting person after giving effect to the Distribution.

6. Sale effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 24, 2021.

7. Represents number of shares beneficially owned by Daley Revocable Trust after giving effect to sale pursuant to the reporting person's 10b5-1 trading plan.

8. Held by the Daley Investment Trust, of which the reporting person is a trustee.

Remarks:

	/s/ William Bush, Attorney-in-Fact	12/02/2021
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.