3//SEC Filing
Chubu Global Investment Americas Inc. 3
Accession 0000908834-24-000351
CIK 0001822966other
Filed
Dec 3, 7:00 PM ET
Accepted
Dec 4, 8:32 AM ET
Size
10.2 KB
Accession
0000908834-24-000351
Insider Transaction Report
Form 3
Holdings
- (indirect: By LLC)
Paired Interests
→ Class A Common Stock (19,285,070 underlying)
Chubu Electric Power Company, Inc
10% Owner
Holdings
- (indirect: By LLC)
Paired Interests
→ Class A Common Stock (19,285,070 underlying)
Footnotes (4)
- [F1]This Form 3 is being filed jointly by Chubu Electric Power Co., Inc. ("Chubu") and its wholly owned subsidiary Chubu Global Investment Americas Inc. ("Chubu Americas"). Chubu and Chubu Americas are filing this Form 3 as a result of having become members of a "group" (the "Group") within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with Japan NuScale Innovation, LLC ("JNI"), Japan Bank for International Cooperation ("JBIC"), JGC Holdings Corporation ("JGC"), JGC's wholly owned subsidiary JGC America, Inc. ("JGC America"), IHI Corporation ("IHI"), and IHI's wholly owned subsidiary IHI Americas Inc. ("IHI America").
- [F2]The Group may be deemed to beneficially own more than 10% of the outstanding class of Class A Common Stock of NuScale Power Corp. (the "Issuer") ("Class A Common Stock"), by virtue of (i) JNI's holdings of certain Paired Interests (as defined below) and (ii) the provisions of the Voting Agreement (as defined below) by and among JNI, JBIC, NuScale Power, LLC, and Fluor Enterprises, Inc. ("Fluor"). JNI, JBIC, JGC, JGC America, IHI, and IHI America jointly filed a Form 3 on November 10, 2022 that reflected the original composition of the Group.
- [F3]The term "Paired Interests" is used herein to refer to the economic, non-voting Class B Units of NuScale Power, LLC ("Class B Units") and an equal number of paired shares of non-economic, voting Class B Common Stock of the Issuer ("Class B Common Stock"). Pursuant to and subject to the applicable terms and conditions of the limited liability company agreement of NuScale Power, LLC and the certificate of incorporation of the Issuer (each as amended from time to time): (a) a holder of Class B Units has the right, and in certain circumstances the obligation, to exchange a Class B Unit on a one-for-one basis (subject to adjustment from time to time) for, at the option of the Issuer, (i) a share of Class A Common Stock of the Issuer or (ii) an equivalent value of cash in limited circumstances; and (b) upon such an exchange, the Issuer will cancel and retire, for no consideration, the paired share of Class B Common Stock.
- [F4]The Paired Interests reported in Column 1 of Table II are held of record by JNI. JBIC, JGC America, IHI America, and Chubu Americas are the members of JNI. Consequently, JBIC, JGC (through JGC America), JGC America, IHI (through IHI America), IHI America, Chubu (through Chubu Americas), and Chubu Americas may be deemed to have shared voting and investment power with respect to the securities held by JNI. Each of Chubu and Chubu Americas disclaims beneficial ownership of the securities referenced herein, and this Form 3 shall not be deemed an admission that Chubu, Chubu Americas, or any other person referenced herein is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or otherwise.
Documents
Issuer
NUSCALE POWER Corp
CIK 0001822966
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0002015506
Filing Metadata
- Form type
- 3
- Filed
- Dec 3, 7:00 PM ET
- Accepted
- Dec 4, 8:32 AM ET
- Size
- 10.2 KB