Form 3/A Hyzon Motors Inc. For: Jul 16 Filed by: Knight Craig Matthew

July 26, 2021 9:27 PM EDT

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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 *
Knight Craig Matthew

(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)
Chief Executive Officer
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 177,200 (1) (2)
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   (3)   (3) Class A Common Stock, par value $0.0001 per share 5,537,500 (4) 2 D  
Explanation of Responses:
1. 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")
2. (Continued from footnote 1) and (B) the contingent right to receive the Earnout Shares (as defined in the Business Combination Agreement) in accordance with Section 3.03 of the Business Combination Agreement.
3. Employee stock options under the Hyzon Motors Inc. 2020 Stock Incentive Plan, granted on November 12, 2020; options vested on January 5, 2021.
4. 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 Merger and (B) the contingent right to receive the Earnout Shares (as defined in the Business Combination Agreement) in accordance with Section 3.03 of the Business Combination Agreement.
Remarks:
This amendment, dated July 26, 2021, to the Form 3 Report filed July 16, 2021 of the reporting person is being made to correct the reporting person's indirect ownership. The reporting person as of July 16, 2021 and thereafter was not a controlling holder of Hymas Pte. Ltd. ("Hymas") nor held or holds any investment control over the portfolio of securities held by Hymas and therefore, was not required to report the indirect beneficial ownership of the shares held by Hymas.

See Exhibit 24 - Power of Attorney
/s/ John Zavoli, Attorney-in-fact 07/26/2021
** 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.
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                                                                      Exhibit 24
              LIMITED POWER OF ATTORNEY FOR REPORTING OBLIGATIONS

         Know all by these presents, that the undersigned hereby constitutes
and appoints each of John Zavoli, the General Counsel & Chief Legal Officer of
Hyzon Motors Inc. (the "Company") and Eric Pettee, the Vice President of Finance
of the Company, as the undersigned's true and lawful attorney-in-fact to:

         1. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer or director or both of the Company, Forms 3, 4 and 5 (and
any amendments thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder,
Schedule 13D and Schedule 13G (and any amendments thereto) in accordance with
Section 13 of the Exchange Act, and the rules thereunder, and any Form 144 under
the Securities Act of 1933, as amended;

         2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
5, Schedule 13D or 13G, or Form 144 Notice, complete and execute any amendments
thereto, and timely file such form with the Securities and Exchange Commission
and any securities exchange or similar authority;

         3. seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to each of the undersigned's attorneys-in-fact appointed by
this Limited Power of Attorney and approves and ratifies any such release of
information; and

         4. take any other action in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by or for, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Limited Power of Attorney shall be in such form and shall
contain such information and disclosure as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever required,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.

         The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request and on the behalf of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 or Section 13 of the Exchange Act.


         This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, 5, 144 and
Schedules 13D and 13G with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to each of the foregoing attorneys-in-
fact.

         IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 16th day of July, 2021.

                                                 Signed and acknowledged:

                                                 /s/ Craig Knight
 


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