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* Decarbonization Plus Acquisition Sponsor, LLC (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/20/2020	3. Issuer Name and Ticker or Trading Symbol Decarbonization Plus Acquisition Corp [ DCRB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock, par value $0.0001 per share	(1)	(1)	Class A Common Stock, par value $0.0001 per share	4,707,802(2)	(1)	I	See footnotes(3)(4)

1. Name and Address of Reporting Person* Decarbonization Plus Acquisition Sponsor, LLC (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* RIVERSTONE HOLDINGS LLC (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* LEUSCHEN DAVID M (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* LAPEYRE PIERRE F JR (Last) (First) (Middle) C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and has no expiration date.

2. Includes 659,393 shares of Class B Common Stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering of common stock do not exercise their over-allotment option in full.

3. Decarbonization Plus Acquisition Sponsor, LLC is the record holder of the shares reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which is the sole and managing member of Decarbonization Plus Acquisition Sponsor, LLC.

4. Each of Riverstone Holdings, LLC, Mr. Lesuchen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the common stock held directly by Decarbonization Plus Acquisition Sponsor, LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

See Exhibit 24 - Power of Attorney

	/s/ Peter Haskopoulos, Managing Director	10/20/2020
	/s/ Peter Haskopoulos, Authorized Person	10/20/2020
	/s/ Peter Haskopoulos, Attorney-in-fact	10/20/2020
	/s/ Peter Haskopoulos, Attorney-in-fact	10/20/2020
	** 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).
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