Zhijun Gu Form 3/A Hyzon Motors / Zhijun Gu ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Gu Zhijun

(Last) (First) (Middle)

C/O 475 QUAKER MEETING HOUSE ROAD

(Street)

HONEOYE FALLS NY 14472

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2021

3. Issuer Name and Ticker or Trading Symbol
Hyzon Motors Inc. [ HYZN ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
07/16/2021

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001 per share	221,500(1)(2)(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options	(4)	(4)	Class A Common Stock, par value $0.0001 per share	5,537,500(5)(6)	2	D
Employee Stock Options	(7)(8)	(7)(8)	Class A Common Stock, par value $0.0001 per share	5,537,500(5)(6)	2(9)	D

Explanation of Responses:

1. This Amended Form 3 is being filed to correctly indicate the reporting person's ownership of Class A common stock of the Issuer held directly.

2. On July 16, 2021, pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of February 8, 2021 (the "Business Combination Agreement"), by and among Hyzon Motors Inc. (f/k/a Decarbonization Plus Acquisition Corporation) (the "Issuer"), DCRB Merger Sub Inc. a wholly owned subsidiary of the Issuer ("Merger Sub") and Hyzon Motors USA Inc. (f/k/a Hyzon Motors Inc.) ("Old Hyzon"), Merger Sub merged with and into Old Hyzon with Old Hyzon as the surviving corporation and a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger, each share of Old Hyzon common stock (including shares of Old Hyzon common stock resulting from the conversion of options held by Ascent Funds Management LLC but excluding shares of Old Hyzon common stock resulting from the conversion of certain convertible notes) was converted into (A) the right to receive the number shares of Class A common stock of the Issuer equal to 1.7720 (the "Exchange Ratio")

3. (Continued from footnote 2) and (B) the contingent right to receive Earnout Shares (as defined in the Business Combination Agreement) in accordance with Section 3.03 of the Business Combination Agreement.

4. Employee stock options under the Hyzon Motors Inc. 2020 Stock Incentive Plan (the "Plan"), granted on November 12, 2020; options vested on January 4, 2021.

5. At the effective time of the Merger, each option to purchase shares of Old Hyzon was assumed by the Issuer and converted into (A) an option to purchase shares of Class A common stock of the Issuer equal to the product (rounded down to the nearest whole number) of (x) the number of Old Hyzon shares subject to the option immediately prior to the effective time of the Merger and (y) the Exchange Ratio, at an exercise price (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such option divided by (ii) the Exchange Ratio, on the same terms and conditions as the original award (including with respect to vesting) that applied to such option immediately prior to the effective time of the Merger and (B) the contingent right to receive Earnout Shares (as defined in the Business Combination Agreement) in accordance with Section 3.03 of the Business Combination Agreement.

6. The number of shares underlying the reporting person's employee stock options was inadvertently omitted from his original Form 3.

7. Employee stock options under the Plan, granted on November 12, 2020; 50% of the options vested on the Grant Date and 50% of the options will vest in the event of a Qualified HFCT Exit Event. For purposes of such grant, "Qualified HFCT Exit Event" means the occurrence of (x) a bona fide and enforceable obligation or obligations, by one or more related buyers pursuant to a single agreement or multiple related agreements, to purchase all of the issued and outstanding shares of Horizon that are outstanding on the date of grant of the option; provided that such obligation(s) and agreement(s) shall not be subject to any conditions to closing other than those that are usual and customary for transactions under similar circumstances (including legally required regulatory approvals), but for the avoidance of doubt excluding discretionary termination rights such as satisfactory completion of due diligence;

8. (Continued from footnote 7) or (y) an initial public offering of the equity securities of Horizon, in either case, subject to the achievement of certain performance metrics related to the valuation of Horizon.

9. The exercise price of $2.00 per share will increase by an additional $1.00 per share on each anniversary of the Grant Date during which the options are outstanding.

Remarks:

See Exhibit 24 - Power of Attorney

	/s/ John Zavoli, Attorney-in-fact	07/26/2021
	** Signature of Reporting Person	Date
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