4//SEC Filing
Porter J Russell 4
Accession 0001213900-24-031967
CIK 0001841425other
Filed
Apr 9, 8:00 PM ET
Accepted
Apr 10, 8:46 PM ET
Size
13.7 KB
Accession
0001213900-24-031967
Insider Transaction Report
Form 4
Porter J Russell
DirectorCEO and Director10% Owner
Transactions
- Exercise of In-Money
Class A Common Stock
2024-02-15$10.00/sh+40,961$409,610→ 3,275,336 total(indirect: See footnote) - Exercise of In-Money
Put Option (obligation to buy)
2024-02-15−1→ 0 total(indirect: See footnote)Exercise: $10.00Exp: 2024-02-15→ Class A Common Stock (40,961 underlying) - Other
Class A Common Stock
2024-03-21−40,961→ 3,234,375 total(indirect: See footnote) - Other
Class A Common Stock
2024-03-21+2,833→ 22,683 total
Holdings
- 254,594
Private Placement Warrants
Exercise: $11.50→ Class A Common Stock (254,594 underlying)
Footnotes (4)
- [F1]On February 15, 2023, the Issuer issued a non-interest bearing promissory note to CENAQ Sponsor LLC (the "Sponsor") in the principal amount of $409,612 (the "Note"). The Note may be prepaid at any time and was due and payable on or before February 15, 2024 at the Issuer's election in cash or shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), at a conversion price of $10.00 per share. On February 15, 2024, the Issuer issued to the Sponsor 40,961 shares of Class A Common Stock upon the Issuer's election to repay the Note in shares of Class A Common Stock at a conversion price of $10.00 per share.
- [F2]The Sponsor is the record holder of the securities reported herein. J. Russell Porter is the sole member of the board of managers of the Sponsor. Mr. Porter may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor and disclaims any such beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- [F3]On March 21, 2024, the Sponsor effectuated a pro rata distribution of 40,961 shares of Class A Common Stock previously held by the Sponsor to its members, of which 2,833 were transferred to the Reporting Person.
- [F4]The warrants became exercisable on March 17, 2023, 30 days after the completion of the business combination between the Issuer, Verde Clean Fuels OpCo, LLC, Bluescape Clean Fuels Holdings, LLC, Bluescape Clean Fuels Intermediate Holdings, LLC and the Sponsor on February 15, 2023 (the "Business Combination"). The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the prospectus for the Issuer's initial public offering.
Documents
Issuer
Verde Clean Fuels, Inc.
CIK 0001841425
Entity typeother
Related Parties
1- filerCIK 0001348372
Filing Metadata
- Form type
- 4
- Filed
- Apr 9, 8:00 PM ET
- Accepted
- Apr 10, 8:46 PM ET
- Size
- 13.7 KB