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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gan Hong		 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 SCIENCE OFFICER
(Last)          (First)          (Middle)

C/O SES AI CORPORATION, 35 CABOT ROAD		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/14/2023
(Street)

WOBURN, MA 01801		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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)
Rule 10b5-1(c) Transaction Indication
☐ 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.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 4/14/2023  A  209205 (1)A$0 488534 (2)D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Vesting Restricted Stock Units  (3)(4)4/14/2023  A   209205     (3)(4) (3)(4)Class A Common Stock 209205 $0 209205 D 
 
Explanation of Responses:
(1) Represents shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), underlying restricted stock units ("RSUs") granted to the reporting person on April 14, 2023 (the "Grant Date") pursuant to the Issuer's 2021 Incentive Award Plan. The RSUs will vest, and an equal number of shares of Class A Common Stock will be deliverable to the reporting person, in three equal installments on the first, second and third anniversaries of the Grant Date, subject to continued employment through each applicable vesting date.
(2) Includes 488,534 shares of Class A Common Stock underlying RSUs, which are subject to forfeiture until they vest
(3) Represents shares of Class A Common Stock underlying performance vesting RSUs ("PSUs") granted to the reporting person on the Grant Date pursuant to the Issuer's 2021 Incentive Award Plan. The PSUs vest in one installment following the end of a three-year period (the "Initial Performance Period") commencing on the Grant Date, subject to the achievement of certain Class A Common Stock price milestones and the reporting person's continued employment through such date. If following the Initial Performance Period there are PSUs that have not vested, then such PSUs remain eligible to vest in an additional installment following the end of a five-year period commencing on the Grant Date, subject to the achievement of certain Class A Common Stock price milestones and the reporting person's continued employment through such date.
(4) The number of PSUs reported represents the maximum number of PSUs that may vest following certification by the Issuer's compensation committee. The share price thresholds for vesting of the PSUs are as follows: under $12.5, 0%; $12.5 or greater, 25%; $15 or greater, 50%; $17.5 or greater, 75%; and $20 or greater, 100%. A specified percentage of the PSUs will vest based on the average closing price of Class A Common Stock during any consecutive 100-calendar-day period during the Initial Performance Period, assuming that the average closing price during the last 30-calendar-day period in the Initial Performance also exceeds the highest share price threshold achieved. Otherwise, the number of PSUs that vest will be based on the average closing price during the last 30 calendar days of the Initial Performance Period using the same share price thresholds.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Gan Hong
C/O SES AI CORPORATION
35 CABOT ROAD
WOBURN, MA 01801

CHIEF SCIENCE OFFICER
Signatures
/s/ Kyle Pilkington, Attorney-in-Fact4/18/2023
**Signature of Reporting PersonDate
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 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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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