Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

General Motors Holdings LLC

(Last)

(First)

(Middle)

300 RENAISSANCE CENTER

(Street)

DETROIT

48265

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SES AI Corp [ SES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.0001	11/15/2024		S		13,332,000	D	$0.2⁽¹⁾	9,843,622	D⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

General Motors Holdings LLC

(Last)

(First)

(Middle)

300 RENAISSANCE CENTER

(Street)

DETROIT

48265

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

General Motors Ventures LLC

(Last)

(First)

(Middle)

300 RENAISSANCE CENTER

(Street)

DETROIT

48265

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

General Motors Co

(Last)

(First)

(Middle)

300 RENAISSANCE CENTER

(Street)

DETROIT

48265

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.20/share to $0.29/share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. General Motors Ventures LLC ("GM Ventures") is the record holder of 7,758,498 shares of Class A Common Stock and 2,085,124 shares of Class A Common Stock that may be issued for the benefit of the former holders of SES Holdings Pte. Ltd. common stock (the "Earn-Out Shares"). General Motors Holdings LLC ("GM Holdings") is the record holder of 9,043,889 shares of Class A Common Stock and 836,826 Earn-Out Shares. GM Ventures is a direct, wholly owned subsidiary of GM Holdings, and GM Holdings is a direct, wholly owned subsidiary of General Motors Company ("GM"). GM may be deemed to share beneficial ownership over the shares of Class A Common Stock directly owned by GM Ventures and GM Holdings, and GM Holdings may be deemed to share beneficial ownership over the shares of Class A Common Stock directly owned by GM Ventures. Each of GM and GM Holdings disclaims beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein.

3. (Continued form footnote 2) The address of the principal business office of each of GM, GM Holdings, and GM Ventures is 300 Renaissance Center, Detroit, MI, 48265.

Remarks:

The securities referenced herein are held by General Motors Ventures LLC, a wholly owned subsidiary of General Motors Holdings LLC.

	GENERAL MOTORS HOLDINGS LLC, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Secretary	11/19/2024
	GENERAL MOTORS VENTURES LLC, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Secretary	11/19/2024
	GENERAL MOTORS COMPANY, /s/ John S. Kim, Name: John S. Kim, Title: Assistant Secretary	11/19/2024
	** 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).
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