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Form 4 Decarbonization Plus For: Dec 08 Filed by: Campbell Douglas M

December 8, 2021 7:55 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Campbell Douglas M
(Last) (First) (Middle)
C/O SOLID POWER, INC.
486 S. PIERCE AVE., SUITE E
(Street)
LOUISVILLE CO 80027
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Decarbonization Plus Acquisition Corp III [ SLDP ] 		5. 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
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 12/08/2021   A   6,682,160 (1) A (2) 6,682,160 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Stock Option (Right to Buy) $ 0.04 12/08/2021   A   5,091,169   12/08/2021 02/01/2022 Common Stock 5,091,169 (3) (3) 5,091,169 D  
Stock Option (Right to Buy) $ 5.02 12/08/2021   A   477,296     (4) 08/03/2031 Common Stock 477,296 (3) (3) 5,568,465 D  
Explanation of Responses:
1. Reflects shares of Common Stock, par value $0.0001, of the Issuer acquired upon the completion of the merger (the "Merger") pursuant to the as amended Business Combination Agreement and Plan of Reorganization, by and among the Issuer, a wholly owned subsidiary of the Issuer, and Solid Power, Inc. ("Solid Power"). At the effective time of the Merger (the "Effective Time"), each share of Solid Power common stock issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive the number of shares of Common Stock of the Issuer equal to an exchange ratio calculated at closing (the "Exchange Ratio").
2. In connection with the Merger, at the Effective Time, each share of Solid Power common stock issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive the number of shares of Common Stock of the Issuer equal to the Exchange Ratio.
3. At the Effective Time, each Solid Power option was converted into an option to purchase a number of shares of Common Stock of the Issuer, equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Solid Power Common Stock subject to such Solid Power Option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Solid Power Option immediately prior to the Effective Time divided by (B) the Exchange Ratio.
4. 25% of the shares issuable upon exercise of the option will vest on August 3, 2022, and 1/36 of the remaining shares issuable upon exercise of the option will vest monthly thereafter.
/s/ James Liebscher, attorney-in-fact on behalf of Douglas Campbell 12/08/2021
** 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.
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.

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