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Form 3 SES AI Corp For: Feb 03 Filed by: SK INC.

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September 28, 2022 6:15 AM EDT
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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hours per response: 0.5
1. Name and Address of Reporting Person *
SK INC.
(Last) (First) (Middle)
26, JONG-RO, JONGNO-GU
(Street)
SEOUL M5 03188
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2022 		3. Issuer Name and Ticker or Trading Symbol
SES AI Corp [ SES ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 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 42,007,759 (1)
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
Explanation of Responses:
1. SK Inc. is the record holder of (i) 38,178,731 shares of Class A Common Stock and (ii) 3,829,028 shares of Class A Common Stock that will be issued to the reporting person if the closing price of shares of the Class A Common Stock is equal to or greater than $18.00 during the period beginning on the date that is the one year following the closing of the Business Combination (the "Closing") and ending on the date that is five years following such closing (the "Earn-Out Shares"). SK, Inc. is the record holder and ultimate beneficial owner of such shares of Class A common stock but disclaims beneficial ownership except to the extent of its pecuniary interest therein, and this filing shall not be deemed an admission that SK, Inc. is, for purposes of Section 16 of the Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.
/s/ Jae Bum Park, Attorney-in-Fact 09/28/2022
** 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 Number.

ATTACHMENTS / EXHIBITS

EX-24 DOCUMENT


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