Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Meeks Parker Stewart
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2. Issuer Name and Ticker or Trading Symbol
Hyzon Motors Inc. [HYZN]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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CEO /
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(Last)
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(First)
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(Middle)
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C/O HYZON MOTORS INC. , 599 SOUTH SCHMIDT ROAD
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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BOLINGBROOK
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IL
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60440
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Meeks Parker Stewart
C/O HYZON MOTORS INC.
599 SOUTH SCHMIDT ROAD
BOLINGBROOK, IL60440
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CEO
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Signatures
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/s/ John Zavoli, Attorney-in-fact
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2024-07-02
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Represents the number of shares required to be withheld by the Reporting Person to cover tax withholding obligations in connection with the vesting of PSUs and RSUs.
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(2)
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Each Performance-Based Restricted Stock Unit (PSU) or Stock Restricted Stock Unit (RSU) represents a contingent right to receive one share of Hyzon Motors, Inc. Class A Common Stock.
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(3)
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Restricted stock units vest pursuant to a four year vesting schedule, whereby one-fourth of the total number of shares vest each year on the anniversary of the Grant Date, subject to continued employment with the Issuer.
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(4)
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Represents settlement of a performance-based restricted stock unit ("PSU") granted on June 30, 2023 ("Grant Date"). On March 6, 2024, the Company's Compensation Committee determined that 1,421,875 PSUs eligible to be earned by the Reporting Person have been earned based on a combination of Company goals, functional goals, and individual goals of such Reporting Person. Pursuant to the PSU agreement, for the PSUs that have been earned, one-third will vest on each of the first, second and third anniversaries of the Grant Date. Vesting is subject to the Reporting Person remaining in continuous service through the vesting date.
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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.
