| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/31/2023 |
3. Issuer Name and Ticker or Trading Symbol
FREYR Battery, Inc. /DE/ [ FREY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Stock Options (right to buy) | (1) | 09/01/2026 | Shares of Common Stock(2)(3) | 35,808 | 10 | D | |
| Stock Options (right to buy) | (4) | 07/09/2026 | Shares of Common Stock(2)(3) | 1,185 | 10 | D | |
| Stock Options (right to buy) | (5) | 06/09/2027 | Shares of Common Stock(2)(3) | 101,248 | 8.47 | D | |
| Stock Options (right to buy) | (6) | 09/07/2027 | Shares of Common Stock(2)(3) | 939 | 12.95 | D | |
| Explanation of Responses: |
| 1. Consists of compensatory options which vest annually over three years granted on September 1, 2021 pursuant to the FREYR 2021 LTIP (as defined herein). One-third (1/3) of the shares subject to compensatory options vested on July 9, 2022. One-third (1/3) of the shares subject to compensatory options vested on July 9, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on July 9, 2024. Options are typically forfeited when the employment relationship ends for employees. |
| 2. As described in the issuer's registration statement on Form S-4 (File No. 333-274434), following the redomiciliation of FREYR Battery, the issuer's predecessor registrant (the "Predecessor Registrant") from Luxembourg to the State of Delaware on December 31, 2023, each right and obligation under the Predecessor Registrant's equity-based benefit and compensation plans and programs and agreements providing for the grant or award of restricted stock, stock units, stock options, warrants, stock appreciation rights, performance shares, performance units, dividend equivalent rights, and share awards, including the FREYR 2021 Equity Incentive Plan (amended and restated as of May 10, 2023) (the "FREYR 2021 LTIP"), (continued on footnote 3) |
| 3. (continued from footnote 2) was assumed by the issuer and converted to a corresponding equity award with respect to shares of the issuer's common stock, par value $0.01 per share (the "Common Stock"), on a one-to-one basis and each equity or equity-based award granted under the Predecessor Registrant was canceled and the recipient had no right or interest in such award or any underlying ordinary shares of the Predecessor Registrant other than receipt of a corresponding equity or equity-based award with respect to Common Stock. |
| 4. Consists of compensatory options which vest annually over three years granted on July 9, 2021 pursuant to the FREYR 2021 LTIP. One-third (1/3) of the shares subject to compensatory options vested on July 9, 2022. One-third (1/3) of the shares subject to compensatory options vested on July 9, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on July 9, 2024. Options are typically forfeited when the employment relationship ends for employees. |
| 5. Consists of compensatory options which vest annually over three years granted on June 9, 2022 pursuant to the FREYR 2021 LTIP. One-third (1/3) of the shares subject to compensatory options vested on June 9, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on June 9, 2024, and one-third (1/3) of the shares subject to compensatory options shall vest on June 9, 2025. Options are typically forfeited when the employment relationship ends for employees. |
| 6. Consists of compensatory options which vest annually over three years granted on September 7, 2022 pursuant to the FREYR 2021 LTIP. One-third (1/3) of the shares subject to compensatory options vested on September 7, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on September 7, 2024, and one-third (1/3) of the shares subject to compensatory options shall vest on September 7, 2025. Options are typically forfeited when the employment relationship ends for employees. |
| Remarks: |
| Exhibit List Exhibit 24.1 - Power of Attorney |
| /s/ Jan Dahm-Simonsen | 01/10/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes and appoints Are L. Brautaset as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of FREYR Battery, Inc. (the “Company”), any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”) and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of January, 2024. By: /s/ Jan Dahm-Simonsen Print: Jan Dahm-Simonsen