STWOU ACON S2 Acquisition Corporation

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Evans Craig E	2. Issuer Name and Ticker or Trading Symbol ESS Tech, Inc. [ GWH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President
(Last)          (First)          (Middle) C/O ESS TECH, INC., 26440 SW PARKWAY AVE., BLDG. 83	3. Date of Earliest Transaction (MM/DD/YYYY) 11/9/2021
(Street) WILSONVILLE, OR 97070 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 11/12/2021	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Common Stock	11/9/2021		J(1)(2)		730247 (3)	A	$10.00	5332700	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Pursuant to an "earnout" provision of the Agreement and Plan of Merger, dated as of May 6, 2021 (the "Merger Agreement"), by and among ACON S2 Acquisition Corp, SCharge Merger Sub, Inc., and ESS Tech, Inc. (the "Issuer"), the reporting person is entitled to receive additional shares of Issuer common stock, for no additional consideration, if the volume weighted average price of Issuer common stock over twenty trading days within any thirty trading day period exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $12.50, and one half will be issued if the volume weighted average price of the Issuer common stock over twenty trading days within any thirty trading day period is greater than or equal to $15.00. Each of these conditions was met as of November 9, 2021.
(2)	Following the closing of the merger, the Issuer determined that aggregate Transaction Expenses (as defined in the Merger Agreement) were lower than had been estimated at the time of closing. Pursuant to the Merger Agreement, this lower amount of Transaction Expenses resulted in an Expense Shortfall (as defined therein), which increased the Adjusted Equity Value (as defined therein).
(3)	Effective as of November 9, 2021, the reporting person was entitled to receive 724,426 shares of Issuer common stock pursuant to the Earnout Rights and 5,821 shares of Issuer common stock pursuant to the Expense Shortfall.

Remarks: The amendment on Form 4 is filed to update the amount of shares received by Mr. Evans pursuant to the Earnout Rights and Expense Shortfall which were preseviously reported as 11,577 and 93, respectively.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Evans Craig E C/O ESS TECH, INC. 26440 SW PARKWAY AVE., BLDG. 83 WILSONVILLE, OR 97070	X		President
Song Julia C/O ESS TECH, INC. 26440 SW PARKWAY AVE., BLDG. 83 WILSONVILLE, OR 97070			Chief Technology Officer

Signatures
/s/ Amir Moftakhar, by power of attorney for Craig E. Evans		11/17/2021
**Signature of Reporting Person		Date
/s/ Amir Moftakhar, by power of attorney for Julia Song		11/17/2021
**Signature of Reporting Person		Date