Statement of Changes in Beneficial Ownership (4)
17 December 2022 - 06:50AM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * NIGGLI
MICHAEL R |
2. Issuer Name and Ticker or Trading
Symbol ESS Tech, Inc. [ GWH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
C/O ESS TECH, INC., 26440 SW PARKWAY AVE., BLDG.
83 |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/15/2022
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(Street)
WILSONVILLE, OR 97070
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
12/15/2022 |
|
P |
|
19100 |
A |
$2.56 (1) |
578821 |
D |
|
Common Stock |
|
|
|
|
|
|
|
568312 |
I |
See footnote (2) |
Common Stock |
|
|
|
|
|
|
|
227407 |
I |
See footnote (3) |
Common Stock |
|
|
|
|
|
|
|
85228 |
I |
See footnote (4) |
Common Stock |
|
|
|
|
|
|
|
85228 |
I |
See footnote (5) |
Common Stock |
|
|
|
|
|
|
|
85228 |
I |
See footnote (6) |
Common Stock |
|
|
|
|
|
|
|
85228 |
I |
See footnote (7) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 price reported in Column
4 is a weighted average price. These shares were purchased in
multiple transactions at prices ranging from $2.545 to $2.58,
inclusive. The reporting person undertakes to provide to the
Issuer, any security holder of the issuer, or the staff of the
Securities and Exchange Commission, upon request, full information
regarding the number of shares purchased at each separate
price. |
(2) |
The shares are held of
record by the Linda Naviaux Niggli Trust for which the reporting
person's spouse serves as trustee. |
(3) |
The shares are held of
record by the Michael R. Niggli Family Trust for which the
reporting person serves as trustee. |
(4) |
The shares are held of
record by the Michael R. Niggli Jr. 2021 Gift Trust for which the
reporting person serves as trustee. |
(5) |
The shares are held of
record by the Chloe D. Niggli Gift Trust for which the reporting
person serves as trustee. |
(6) |
The shares are held of
record by the Ian M. Niggli 2021 Gift Trust for which the reporting
person serves as trustee. |
(7) |
The shares are held of
record by the Lorelei A. Niggli 2021 Gift Trust for which the
reporting person serves as trustee. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
NIGGLI MICHAEL R
C/O ESS TECH, INC.
26440 SW PARKWAY AVE., BLDG. 83
WILSONVILLE, OR 97070 |
X |
|
|
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Signatures
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/s/Kelly F. Goodman, by power of attorney for
Michael R. Niggli |
|
12/16/2022 |
**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 control number. |
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