SEC FORM 3

SEC Form 3

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^*

Holthausen Max Carl Berend

(Last)

(First)

(Middle)

C/O 475 QUAKER MEETING HOUSE ROAD

(Street)

HONEOYE FALLS

14472

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2021

3. Issuer Name and Ticker or Trading Symbol
Decarbonization Plus Acquisition Corp [ HYZN ]

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

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

5. 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 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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Options	⁽¹⁾	⁽¹⁾	Class A Common Stock, par value $0.0001 per share	177,200⁽²⁾⁽³⁾	$2	D

Explanation of Responses:

1. Employee stock options under the Hyzon Motors Inc. 2020 Stock Incentive Plan, granted on November 12, 2020 (the "Grant Date"); 20,000 options to purchase shares of Old Hyzon vested on the Grant Date. The remaining options vest pursuant to a five year vesting schedule, whereby one-fifth of the total number of shares vest each year on the anniversary of the Grant Date, subject to continued employment with the Issuer.

2. 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 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) 1.7720 (the "Exchange Ratio"),

3. (Continued from footnote 2) at an exercise price (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such option immediately prior to the effective time of the Merger 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 Earnout Shares (as defined in the Business Combination Agreement) in accordance with Section 3.03 of the Business Combination Agreement.

Remarks:

Managing Director of Hyzon Europe See Exhibit 24 - Power of Attorney

	/s/ John Zavoli, Attorney-in-fact	07/16/2021
	** 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 5 (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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