SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Mahoney R. Scott
(Last) (First) (Middle)
C/O AVANGRID, INC.
162 CANCO ROAD
(Street)
PORTLAND ME 04103
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Avangrid, Inc. [ AGR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 12/23/2024 D 5,932(1) D $35.75 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Performance Stock Units (2) 12/23/2024 D 9,100 (3) (3) Common Stock 9,100 $0 0 D
Performance Stock Units (2) 12/23/2024 D 42,000 (4) (4) Common Stock 42,000 $0 0 D
Performance Stock Units (5) 12/23/2024 D 5,333 (6) (6) Common Stock 5,333 $0 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 17, 2024, by and among the Issuer, Iberdrola, S.A., and Arizona Merger Sub, Inc., pursuant to which Arizona Merger Sub, Inc. merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Iberdrola, S.A. in exchange for $35.75 (the per share merger consideration set forth in the Merger Agreement).
2. Each performance stock unit represents one contingent right to receive one share of common stock.
3. These performance stock units, which provided for vesting and delivery in three equal installments based on the achievement of certain performance objectives on or before June 30, 2023, March 31, 2024 and March 31, 2025, were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment on or before March 31, 2025 equal to $35.75 multiplied by the number performance stock units.
4. These performance stock units, which provided for vesting and delivery in three equal installments based on the achievement of certain performance objectives on or before March 31, 2026, March 1, 2027 and February 28, 2028, were cancelled pursuant to the Merger Agreement in exchange for performance units that will vest and be settled in cash as follows: (a) the first installment will vest on March 31, 2026 and be paid by May 1, 2026, (b) the second installment will vest on March 1, 2027 and be paid by April 2, 2027, and (c) the third installment will vest on February 28, 2028 and be paid by March 31, 2028. Each cash installment payment will be equal to $35.75 multiplied by the number of performance units the reporting person actually earns based on the level of achievement of the performance goals.
5. Each phantom stock unit is the economic equivalent of one share of the Issuer's common stock.
6. These phantom stock units, which provided for vesting and settlement in cash in three equal installments on February 16, 2024, February 16, 2025, and February 16, 2026, were cancelled pursuant to the Merger Agreement in exchange for a right to receive a cash payment in two equal installments on or before February 16, 2025 and February 16, 2026 equal to $35.75 multiplied by the number phantom stock units to be delivered in such installment.
Remarks:
Senior Vice President - General Counsel & Corporate Secretary
/s/ Elizabeth K. Riotte by Power of Attorney 12/23/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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