ThZeal - The Zeal

SEC FORM 3 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^*

Bezdek Jeremy

(Last)

(First)

(Middle)

6&8 EAST COURT SQUARE

SUITE 300

(Street)

NEWNAN

30263

(City)

(State)

(Zip)

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 ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Please see remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options (right to buy)	⁽¹⁾	06/15/2027	Shares of Common Stock⁽²⁾⁽³⁾	50,000	$10	D
Stock Options (right to buy)	⁽⁴⁾	03/20/2028	Shares of Common Stock⁽²⁾⁽³⁾	200,000	$7.35	D
Stock Options (right to buy)	⁽⁴⁾	03/20/2028	Shares of Common Stock⁽²⁾⁽³⁾	150,000	$7.06	D
Stock Options (right to buy)	⁽⁵⁾	08/18/2027	Shares of Common Stock⁽²⁾⁽³⁾	50,000	$11.83	D
Restricted Stock Units (RSU)	⁽⁶⁾	⁽⁶⁾	Shares of Common Stock⁽²⁾⁽³⁾	35,411	⁽⁷⁾	D

Explanation of Responses:

1. Consists of compensatory options which vest annually over three years granted on June 15, 2022 pursuant to the FREYR 2021 LTIP (as defined herein) while Mr. Bezdek previously served as a director of the Predecessor Registrant (as defined herein). One-third (1/3) of the shares subject to compensatory options vested on July 9, 2022, and 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 typically are not forfeited for directors once their directorship relationship ends.

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 March 20, 2023 pursuant to the FREYR 2021 LTIP. One-third (1/3) of the shares subject to compensatory options shall vest on March 20, 2024. One-third (1/3) of the shares subject to compensatory options shall vest on March 20, 2025. One-third (1/3) of the shares subject to compensatory options shall vest on March 20, 2026. Options are typically forfeited when the employment relationship ends for employees.

5. Consists of compensatory options which vest annually over three years granted on August 18, 2022 pursuant to the FREYR 2021 LTIP while Mr. Bezdek previously served as a director of the Predecessor Registrant. One-third (1/3) of the shares subject to compensatory options vested on August 18, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on August 18, 2024. One-third (1/3) of the shares subject to compensatory options shall vest on August 18, 2025. Options typically are not forfeited for directors once their directorship relationship ends.

6. The cash-settled restricted stock units ("RSUs") will vest ratably over three years from the March 20, 2023 grant date. One-third (1/3) of the units shall vest on March 20, 2024. One-third (1/3) of the units shall vest on March 20, 2025. One-third (1/3) of the units shall vest on March 20, 2026.

7. The RSUs will be settled solely in cash. Each cash-settled RSU is the economic equivalent of one share of Common Stock as of the time of vesting and settlement as determined by the terms of the applicable Restricted Stock Unit Award Agreement.

Remarks:

Officer title: Executive Vice President, Corporate Development & Early Assets Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ Jeremy Bezdek	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).
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