4//SEC Filing
Global Infrastructure Investors III, LLC 4
Accession 0001104659-22-056998
CIK 0001567683other
Filed
May 5, 8:00 PM ET
Accepted
May 6, 4:15 PM ET
Size
15.8 KB
Accession
0001104659-22-056998
Insider Transaction Report
Form 4
Global Infrastructure GP III, L.P.
Director10% Owner
Transactions
- Conversion
Class C Common Stock
2022-05-04+250,000→ 301,851 total(indirect: See footnotes) - Conversion
Class D Units of Clearway Energy LLC
2022-05-04−250,000→ 42,336,750 total(indirect: See footnotes)→ Class C Common Stock (250,000 underlying)
GIP III Zephyr Acquisition Partners L.P.
Director10% Owner
Transactions
- Conversion
Class C Common Stock
2022-05-04+250,000→ 301,851 total(indirect: See footnotes) - Conversion
Class D Units of Clearway Energy LLC
2022-05-04−250,000→ 42,336,750 total(indirect: See footnotes)→ Class C Common Stock (250,000 underlying)
Clearway Energy Group LLC
Director10% Owner
Transactions
- Conversion
Class C Common Stock
2022-05-04+250,000→ 301,851 total(indirect: See footnotes) - Conversion
Class D Units of Clearway Energy LLC
2022-05-04−250,000→ 42,336,750 total(indirect: See footnotes)→ Class C Common Stock (250,000 underlying)
Global Infrastructure Investors III, LLC
Director10% Owner
Transactions
- Conversion
Class C Common Stock
2022-05-04+250,000→ 301,851 total(indirect: See footnotes) - Conversion
Class D Units of Clearway Energy LLC
2022-05-04−250,000→ 42,336,750 total(indirect: See footnotes)→ Class C Common Stock (250,000 underlying)
Footnotes (3)
- [F1]Pursuant to an Amended and Restated Exchange Agreement, dated as of May 14, 2015, among Clearway Energy, Inc. (the "Issuer"), Clearway Energy LLC ("Clearway LLC") and other parties thereto (the "Exchange Agreement"), the Class D Units of Clearway LLC are exchangeable at any time for shares of Class C common stock of the Issuer ("Class C Common Stock") on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class D Units for shares of Class C Common Stock pursuant to the Exchange Agreement, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled.
- [F2]Reflects securities held directly by Clearway Energy Group LLC ("Clearway Energy Group"). Global Infrastructure Investors III, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP III, L.P. ("Global GP"), which is the general partner of GIP III Zephyr Acquisition Partners, L.P. ("GIP"), which is the sole member of Clearway Energy Group. As a result, Global Investors, Global GP, and GIP may be deemed to share beneficial ownership of the Issuer securities owned by Clearway Energy Group. Adebayo Ogunlesi, Jonathan Bram, William Brilliant, Matthew Harris, Michael McGhee, Rajaram Rao, William Woodburn, Salim Samaha and Robert O'Brien, as the voting members of the Investment Committee of Global Investors, may be deemed to share beneficial ownership of the Issuer securities beneficially owned by Global Investors. Such individuals expressly disclaim any such beneficial ownership.
- [F3]Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the securities reported herein for purposes of Section 16 or for any other purpose.
Documents
Issuer
Clearway Energy, Inc.
CIK 0001567683
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001747194
Filing Metadata
- Form type
- 4
- Filed
- May 5, 8:00 PM ET
- Accepted
- May 6, 4:15 PM ET
- Size
- 15.8 KB