organization · Reporting owner
Breakthrough Energy Ventures, LLC
Disclosed activity across 1 company
Sign in to followReported relationships
Latest disclosed role at each company.
No relationships currently tracked through insider filings.
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
No balances currently tracked through insider filings.
Past disclosures · reporting ended (1)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
ESS Tech, Inc.
Report date November 09, 2021 · Filed November 12, 2021
Jointly reported with BREAKTHROUGH ENERGY INVESTMENTS LLC
Section 16 reporting ended · disclosed 2021-11-12. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common Stock, $0.0001 par value per shareSEC Table I · non-derivative | Direct | 18,558,721 |
Reported balance
After 2021-11-09 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2021-11-09 · Other · Acquired 2,500,751 · Balance 18,558,721 F1: Pursuant to an "earnout" provision of the Agreement and Plan of Merger, dated as of May 6, 2021 (the "Merger Agreement"), by and among ACON S2 Acquisition Corp, SCharge Merger Sub, Inc., and ESS Tech, Inc. (the "Issuer"), the reporting person is entitled to receive additional shares of Issuer common stock, for no additional consideration, if the volume weighted average price of Issuer common stock over twenty trading days within any thirty trading day period exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $12.50, and one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00. F2: Each of these conditions was met as of November 9, 2021. Effective as of November 9, 2021, the reporting person was entitled to receive 2,500,751 shares of Issuer common stock pursuant to the Earnout Rights. |
| Common Stock, $0.0001 par value per shareSEC Table I · non-derivative | Direct | 18,558,721 |
Reported balance
After 2021-11-09 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2021-11-09 · Other · Acquired 20,096 · Balance 18,558,721 F3: Following the closing of the merger, the Issuer determined that aggregate Transaction Expenses (as defined in the Merger Agreement) were lower than had been estimated at the time of closing. Pursuant to the Merger Agreement, this lower amount of Transaction Expenses resulted in an Expense Shortfall (as defined therein), which increased the Adjusted Equity Value (as defined therein). Effective as of November 9, 2021, the reporting person was entitled to receive and 20,096 shares of Issuer common stock pursuant to the Expense Shortfall. F2: Each of these conditions was met as of November 9, 2021. Effective as of November 9, 2021, the reporting person was entitled to receive 2,500,751 shares of Issuer common stock pursuant to the Earnout Rights. |
Filing footnotes · ownership attribution and instrument terms
F1: Pursuant to an "earnout" provision of the Agreement and Plan of Merger, dated as of May 6, 2021 (the "Merger Agreement"), by and among ACON S2 Acquisition Corp, SCharge Merger Sub, Inc., and ESS Tech, Inc. (the "Issuer"), the reporting person is entitled to receive additional shares of Issuer common stock, for no additional consideration, if the volume weighted average price of Issuer common stock over twenty trading days within any thirty trading day period exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $12.50, and one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00.
F2: Each of these conditions was met as of November 9, 2021. Effective as of November 9, 2021, the reporting person was entitled to receive 2,500,751 shares of Issuer common stock pursuant to the Earnout Rights.
F3: Following the closing of the merger, the Issuer determined that aggregate Transaction Expenses (as defined in the Merger Agreement) were lower than had been estimated at the time of closing. Pursuant to the Merger Agreement, this lower amount of Transaction Expenses resulted in an Expense Shortfall (as defined therein), which increased the Adjusted Equity Value (as defined therein). Effective as of November 9, 2021, the reporting person was entitled to receive and 20,096 shares of Issuer common stock pursuant to the Expense Shortfall.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| November 09, 2021 Filed Nov 12, 2021 19:38 UTC | ESS Tech, Inc. GWH · Entity 7856 | OtherCommon Stock, $0.0001 par value per share | 20,096 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-21-138309 · tm2132816-2_4seq1.xml · nonDerivative · entry 2 Breakthrough Energy Ventures, LLC · CIK 0001691687 · 10% owner BREAKTHROUGH ENERGY INVESTMENTS LLC · CIK 0001888406 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 18,558,721 F3 · kind: Following the closing of the merger, the Issuer determined that aggregate Transaction Expenses (as defined in the Merger Agreement) were lower than had been estimated at the time of closing. Pursuant to the Merger Agreement, this lower amount of Transaction Expenses resulted in an Expense Shortfall (as defined therein), which increased the Adjusted Equity Value (as defined therein). Effective as of November 9, 2021, the reporting person was entitled to receive and 20,096 shares of Issuer common stock pursuant to the Expense Shortfall. F2 · shares: Each of these conditions was met as of November 9, 2021. Effective as of November 9, 2021, the reporting person was entitled to receive 2,500,751 shares of Issuer common stock pursuant to the Earnout Rights. Read SEC document |
| November 09, 2021 Filed Nov 12, 2021 19:38 UTC | ESS Tech, Inc. GWH · Entity 7856 | OtherCommon Stock, $0.0001 par value per share | 2,500,751 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-21-138309 · tm2132816-2_4seq1.xml · nonDerivative · entry 1 Breakthrough Energy Ventures, LLC · CIK 0001691687 · 10% owner BREAKTHROUGH ENERGY INVESTMENTS LLC · CIK 0001888406 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 18,558,721 F1 · kind: Pursuant to an "earnout" provision of the Agreement and Plan of Merger, dated as of May 6, 2021 (the "Merger Agreement"), by and among ACON S2 Acquisition Corp, SCharge Merger Sub, Inc., and ESS Tech, Inc. (the "Issuer"), the reporting person is entitled to receive additional shares of Issuer common stock, for no additional consideration, if the volume weighted average price of Issuer common stock over twenty trading days within any thirty trading day period exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $12.50, and one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00. F2 · kind: Each of these conditions was met as of November 9, 2021. Effective as of November 9, 2021, the reporting person was entitled to receive 2,500,751 shares of Issuer common stock pursuant to the Earnout Rights. F1 · shares: Pursuant to an "earnout" provision of the Agreement and Plan of Merger, dated as of May 6, 2021 (the "Merger Agreement"), by and among ACON S2 Acquisition Corp, SCharge Merger Sub, Inc., and ESS Tech, Inc. (the "Issuer"), the reporting person is entitled to receive additional shares of Issuer common stock, for no additional consideration, if the volume weighted average price of Issuer common stock over twenty trading days within any thirty trading day period exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $12.50, and one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.