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 ^*

Meeks Parker Stewart

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

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

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

(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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.0001 per share								18,024 ⁽¹⁾	D

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 ⁽²⁾

⁽³⁾

Class A Common Stock, par value $0.0001 per share

15,280 ⁽¹⁾

Restricted Stock Units

$ 0 ⁽²⁾

⁽⁴⁾

Class A Common Stock, par value $0.0001 per share

9,804 ⁽¹⁾

Restricted Stock Units

$ 0 ⁽²⁾

⁽⁵⁾

Class A Common Stock, par value $0.0001 per share

8,750 ⁽¹⁾

Performance-Based Restricted Stock Units

$ 0 ⁽⁶⁾

⁽⁷⁾

Class A Common Stock, par value $0.0001 per share

18,959 ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Meeks Parker Stewart C/O HYZON MOTORS INC. 599 SOUTH SCHMIDT ROAD BOLINGBROOK, IL 60440			CEO

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)	Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Hyzon Motors, Inc. Class A Common Stock.
(3)	Restricted stock units vest 50% on the first and second anniversary of the Grant Date, subject to continued employment with the Issuer.
(4)	Restricted stock units vest 100% on the second anniversary of the Grant Date, subject to continued employment with the Issuer.
(5)	Restricted stock units vest pursuant to a four year vesting schedule, whereby one-fourth of the total number of shares vest each year on the anniversary of the Grant Date, subject to continued employment with the Issuer.
(6)	Each Performance-Based Restricted Stock Unit (PSU) or Stock Restricted Stock Unit (RSU) represents a contingent right to receive one share of Hyzon Motors, Inc. Class A Common Stock.
(7)	Represents settlement of a performance-based restricted stock unit ("PSU") granted on June 30, 2023 ("Grant Date"). On March 6, 2024, the Company's Compensation Committee determined that 1,421,875 PSUs eligible to be earned by the Reporting Person have been earned based on a combination of Company goals, functional goals, and individual goals of such Reporting Person. Pursuant to the PSU agreement, for the PSUs that have been earned, one-third will vest on each of the first, second and third anniversaries of the Grant Date. Vesting is subject to the Reporting Person remaining in continuous service through the vesting date.

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