NGP Switchback, LLC 4
4 · Switchback Energy Acquisition Corp · Filed Sep 23, 2019
Insider Transaction Report
Form 4
NGP Switchback, LLC
10% Owner
Transactions
- Other
Class B Common Stock
2019-09-09−772,059→ 7,772,941 total→ Class A Common Stock (772,059 underlying)
Footnotes (5)
- [F1]The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
- [F2]The Class B Common Stock owned by NGP Switchback, LLC included up to 1,125,000 shares that were subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities did not exercise in full their over-allotment option as described in the Issuer's Registration Statement on Form S-1 (File No. 333-232501). Because the underwriters exercised their over-allotment option in part, NGP Switchback, LLC forfeited 772,059 shares of Class B Common Stock on September 9, 2019 for cancellation by the Issuer.
- [F3]NGP Switchback, LLC is the record holder of the shares reported herein. Scott McNeill is a manager and the Chief Executive Officer and Chief Financial Officer of NGP Switchback, LLC. Jim Mutrie is a manager and the Chief Commercial Officer, General Counsel and Secretary of NGP Switchback, LLC. Chris Carter, Scott Gieselman and Sam Stoutner are managers of NGP Switchback, LLC. As such, Messrs. McNeill, Mutrie, Carter, Gieselman and Stoutner may be deemed to have or share beneficial ownership of the shares held directly by NGP Switchback, LLC.
- [F4]NGP XII US Holdings, L.P. directly owns a majority of the limited liability company interests of NGP Switchback, LLC. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C.
- [F5]Chris Carter, Tony R. Weber, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C. Accordingly, each of NGP XII US Holdings, L.P., NGP XII Holdings GP, L.L.C., NGP Natural Resources XII, L.P., G.F.W. Energy XII, L.P., GFW XII, L.L.C., NGP Energy Capital Management, L.L.C., Tony R. Weber, Chris Carter, Craig Glick and Jill Lampert may be deemed to have or share beneficial ownership of the shares held directly by NGP Switchback, LLC.