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* Evans Craig E (Last) (First) (Middle) C/O ESS TECH, INC. 26440 SW PARKWAY AVE., BLDG. 83 (Street) WILSONVILLE OR 97070 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/08/2021	3. Issuer Name and Ticker or Trading Symbol ESS Tech, Inc. [ GWH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President	5. 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 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)
Common Stock	4,602,453(1)	D
Common Stock	1,917,211(1)	I	See footnote(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(3)	07/23/2030	Common Stock	172,395	$0.3331	D
Employee Stock Option (right to buy)	(4)	04/19/2028	Common Stock	38,923	$0.3061	I	See footnote(2)
Employee Stock Option (right to buy)	(5)	07/23/2030	Common Stock	296,058	$0.3305	I	See footnote(2)
Restricted Stock Units	(6)	04/08/2026	Common Stock	58,984	(6)	D
Restricted Stock Units	(6)	04/08/2026	Common Stock	56,626	(6)	I	See footnote(2)

1. Name and Address of Reporting Person* Evans Craig E (Last) (First) (Middle) C/O ESS TECH, INC. 26440 SW PARKWAY AVE., BLDG. 83 (Street) WILSONVILLE OR 97070 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner X Officer (give title below) Other (specify below) President

1. Name and Address of Reporting Person* Song Julia (Last) (First) (Middle) C/O ESS TECH, INC. 26440 SW PARKWAY AVE., BLDG. 83 (Street) WILSONVILLE OR 97070 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner X Officer (give title below) Other (specify below) Chief Technology Officer

Explanation of Responses:

1. Pursuant to an "earnout" provision of the Agreement and Plan of Merger, dated as of May 6, 2021 (the "Merger Agreement"), by and among ACON S2 Acquisition Corp, SCharge Merger Sub, Inc., and ESS Tech, Inc., the reporting person is entitled to receive additional shares of common stock, for no additional consideration, if the volume weighted average price of the common stock over twenty trading days within any thirty trading day period exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one half will be issued if the volume weighted average price of the common stock over twenty trading days within any thirty trading day period is greater than or equal to $12.50, and one half will be issued if the volume weighted average price of the common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00.

2. The shares are held Julia Song. The reporting persons are husband and wife.

3. The shares subject to the option vest in 48 equal monthly installments beginning on February 22, 2021.

4. The shares subject to the option are fully vested and immediately exercisable.

5. The shares subject to the option vest in 48 equal monthly installments beginning on August 24, 2020.

6. Each restricted stock unit, or RSU, represents a contingent right to receive one share of common stock. The RSUs vest if the common stock exceeds the same thresholds as the Earnout Rights described in footnote (1).

Remarks:

Exhibit 24.1 - Power of Attorney - Craig Evans Exhibit 24.2 - Power of Attorney - Julia Song

	/s/ Amir Moftakhar, by power of attorney for Craig Evans	10/18/2021
	/s/ Amir Moftakhar, by power of attorney for Julia Song	10/18/2021
	** Signature of Reporting Person	Date
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