Sec Form 4 Filing - Temasek Holdings (Private) Ltd @ SES AI Corp - 2024-09-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Temasek Holdings (Private) Ltd
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)
(Last) (First) (Middle)
60B ORCHARD ROAD #06-18 TOWER 2, THE ATRIUM@ORCHARD
3. Date of Earliest Transaction (MM/DD/YY)
09/19/2024
(Street)
SINGAPORE, U0238891
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/19/2024 S 467,143 D $ 0.9 ( 1 ) 2,550,901 I By Fund ( 2 )
Class A Common Stock 09/20/2024 S 253,119 D $ 0.83 ( 3 ) 2,297,782 I By Fund ( 2 )
Class A Common Stock 25,882,916 I By Fund ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Temasek Holdings (Private) Ltd
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Temasek Capital (Private) Ltd
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Thomson Capital Pte. Ltd.
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Anderson Investments Pte. Ltd.
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Tembusu Capital Pte. Ltd.
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Seletar Investments Pte Ltd
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Aranda Investments Pte. Ltd.
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Signatures
Temasek Holdings (Private) Limited, By /s/ Jason Norman Lee, Authorised Signatory 09/23/2024
Signature of Reporting Person Date
Tembusu Capital Pte. Ltd, By /s/ Gregory Tan, Director 09/23/2024
Signature of Reporting Person Date
Thomson Capital Pte. Ltd, By /s/ Poy Weng Chuen, Director 09/23/2024
Signature of Reporting Person Date
Anderson Investments Pte. Ltd, By /s/ Poy Weng Chuen, Director 09/23/2024
Signature of Reporting Person Date
Temasek Capital (Private) Limited, By /s/ Gregory Tan, Director 09/23/2024
Signature of Reporting Person Date
Seletar Investments Pte. Ltd., By /s/ Tabitha Sum Wei Ching, Director 09/23/2024
Signature of Reporting Person Date
Aranda Investments Pte. Ltd., By /s/ Poy Weng Chuen, Director 09/23/2024
Signature of Reporting Person Date
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 $0.86 to $0.9386 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the 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 )These shares are held by Aranda Investments Pte. Ltd. ("Aranda"). Aranda is a direct wholly-owned subsidiary of Seletar Investments Pte. Ltd. ("Seletar"), which in turn is a direct wholly-owned subsidiary of Temasek Capital (Private) Limited ("Capital"), which in turn is a direct wholly-owned subsidiary of Temasek. In such capacities, each of Seletar, Capital, and Temasek may be deemed to have voting and dispositive power over the shares held by Aranda. Each of Seletar, Capital and Temasek disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.7712 to $0.8605 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the 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.
( 4 )These shares are held by Anderson Investments Pte. Ltd ("Anderson"). Anderson is a direct wholly-owned subsidiary of Thomson Capital Pte. Ltd. ("Thomson"), which in turn is a direct wholly-owned subsidiary of Tembusu Capital Pte. Ltd. ("Tembusu"), which in turnis a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"). In such capacities, each of Thomson, Tembusu, and Temasek may be deemed to have voting and dispositive power over the shares held by Anderson. Each of Thomson, Tembusu andTemasek disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.

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