FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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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
                      

1. Name and Address of Reporting Person *

Soell Julian R		 2. Issuer Name and Ticker or Trading Symbol

Proterra Inc [ PTRA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President, Proterra Transit
(Last)          (First)          (Middle)

C/O PROTERRA INC, 1815 ROLLINS ROAD		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/28/2023
(Street)

BURLINGAME, CA 94010		 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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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 3/28/2023  A  167037 (1)A$0.00 379782 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $1.50 3/28/2023  A   274282     (2)3/28/2033 Common Stock 274282 $0.00 274282 D  
Explanation of Responses:
(1) Represents the number of shares of common stock underlying restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's common stock. The shares underlying the RSUs vest as to 25% of the total shares on March 25, 2024, and thereafter vest as to 25% of the total shares annually until fully vested, subject to the Reporting Person remaining in Service (as defined in the Issuer's 2021 Equity Incentive Plan) of the Issuer as of each such date.
(2) The stock option vests as to 25% of the total shares on March 25, 2024, and thereafter vests as to 25% of the total shares annually until fully vested, subject to the Reporting Person remaining in Service (as defined in the Issuer's 2021 Equity Incentive Plan) of the Issuer as of each such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Soell Julian R
C/O PROTERRA INC
1815 ROLLINS ROAD
BURLINGAME, CA 94010

President, Proterra Transit
Signatures
Julian R. Soell, by /s/ Ron A. Metzger, Attorney-in-Fact3/30/2023
**Signature of Reporting PersonDate
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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