SES AI Corporation

01/17/2025 | Press release | Distributed by Public on 01/17/2025 17:00

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Nealis Jing
2. Issuer Name and Ticker or Trading Symbol
SES AI Corp [SES] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF FINANCIAL OFFICER
(Last) (First) (Middle)
C/O SES AI CORPORATION, 35 CABOT ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
01/16/2025
(Street)
WOBURN, MA 01801 		4. If Amendment, Date 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
(City) (State) (Zip)
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
Class A Common Stock 01/16/2025 M(1) 50,000 A $0.16 1,985,322(2)(3) D
Class A Common Stock 01/16/2025 S(1) 50,000 D $1.02 1,935,322(2)(3) D
Class A Common Stock 01/16/2025 F(4) 12,693 D $1.04 1,922,629(2)(3) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
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 Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $0.16 01/16/2025 M(1) 50,000 (5) 02/09/2031 Class A Common Stock 50,000 $ 0 886,555 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nealis Jing
C/O SES AI CORPORATION
35 CABOT ROAD
WOBURN, MA 01801 		CHIEF FINANCIAL OFFICER

Signatures

/s/ Kyle Pilkington, Attorney-in-Fact 01/17/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The option exercise and sale of Class A Common Stock of the issuer was executed pursuant to a Rule 10b5-1 plan entered into by the Reporting Person on May 30, 2024.
(2) Includes 824,552 shares of Class A Common Stock underlying restricted stock units, which are subject to forfeiture until they vest.
(3) Includes 216,300 unvested shares of Class A Common Stock under a restricted share award granted on August 16, 2021. The restricted share award vested 25% on the first anniversary of the grant date and will vest in equal monthly installments over the following 36 months, subject to the reporting person's continued service on each vesting date.
(4) Represents shares withheld to cover the Reporting Person's withholding tax obligations in connection with the vesting of a restricted share award. These shares were not sold by the Reporting Person.
(5) Reflects options granted on February 10, 2021 that will vest 25% on the first anniversary of the grant date and continue to vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continued service on the vesting date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.