Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Wong Elaine H

2. Issuer Name and Ticker or Trading Symbol
Hyzon Motors Inc. [HYZN]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O HYZON MOTORS INC., 599 SOUTH SCHMIDT ROAD

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2024

(Street)

BOLINGBROOK, IL 60440

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.0001 per share								17,467 ⁽¹⁾	D
Class A Common Stock, par value $0.0001 per share								2,000 ⁽¹⁾	I	By CEV Opportunity LP ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0 ⁽³⁾

⁽⁴⁾

Class A Common Stock, par value $0.0001 per share

120 ⁽¹⁾

Stock Option (Right to Buy)

$ 314.5 ⁽⁵⁾

⁽⁶⁾

02/04/2027

Class A Common Stock, par value $0.0001 per share

627 ⁽⁵⁾

Stock Option (Right to Buy)

$ 79.5 ⁽⁵⁾

⁽⁷⁾

09/29/2028

Class A Common Stock, par value $0.0001 per share

2,769 ⁽⁵⁾

Stock Option (Right to Buy)

$ 188 ⁽⁵⁾

⁽⁸⁾

07/26/2027

Class A Common Stock, par value $0.0001 per share

1,170 ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Wong Elaine H C/O HYZON MOTORS INC. 599 SOUTH SCHMIDT ROAD BOLINGBROOK, IL 60440	X

Signatures

/s/ John Zavoli, Attorney-in-fact		09/19/2024
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The number of shares beneficially owned reflects the 1-for-50 reverse stock split effected September 11, 2024.
(2)	The reporting person may be deemed to beneficially own the securities of the Issuer held directly by CEV Opportunity LP ("CEV") by virtue of herownership in CEV. The Issuer Class A common stock reported represent only the number of shares of Class A common stock in which the reporting personhas a pecuniary interest in accordance with her proportionate interest in CEV. The reporting person is voluntarily reporting her proportionate interest inCEV's ownership of shares of Class A common stock. The reporting person disclaims beneficial ownership other than to the extent of her pecuniary interest.
(3)	Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Hyzon Motors, Inc. Class A Common Stock.
(4)	The RSUs were granted on February 4, 2022 and will vest in equal installments on each of November 11, 2022, 2023 and 2024, subject to the Reporting Person's continued service with the Issuer.
(5)	The per share exercise price and number of shares subject to the option reflect the 1-for-50 reverse stock split effected September 11, 2024.
(6)	One-third of the total number of Options will immediately vest on grant date and one-third will vest upon each of the second year and third year anniversaries of the Grant Date, respectively, subject to continued employment with the Issuer.
(7)	Options granted hereunder shall vest on the earlier of (i) September 4, 2024 or the date immediately preceding the date on which on which Participant's term as a director of the Company ceases.
(8)	Options granted hereunder shall vest on the earlier of (i) July 26, 2023 or the date immediately preceding the date on which on which Participant's term as a director of the Company ceases.

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