Statement of Changes in Beneficial Ownership (4)
June 06 2023 - 3:16PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Global Infrastructure Investors III, LLC |
2. Issuer Name and Ticker or Trading Symbol
Clearway Energy, Inc.
[
CWEN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICAS, 30TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/2/2023 |
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(Street)
NEW YORK, NY 10105 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class C Common Stock | 6/2/2023 | | J(1) | | 3401 | A | (1) | 70926 | I | See footnotes (2)(3)(4) |
| Class C Common Stock | 6/5/2023 | | J(1) | | 426 | A | (1) | 71352 | I | See footnotes (2)(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | Reflects the forfeiture of shares of restricted stock of the Issuer previously granted by Clearway Energy Group LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees. |
| (2) | Reflects securities held directly by Clearway Energy Group. Zephyr Holdings GP, LLC ("Zephyr GP") is the general partner of GIP III Zephyr Acquisition Partners, L.P. ("Zephyr") which is the sole member of Clearway Energy Group. Zephyr GP is owned by GIP III Zephyr Midco Holdings, L.P. ("Midco") and TotalEnergies Renewables USA, LLC. 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 Midco. As a result, each of Zephyr GP, Zephyr, Midco, Global GP and Global Investors, may be deemed to share beneficial ownership of the securities owned by Clearway Energy Group. |
| (3) | 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. |
| (4) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Global Infrastructure Investors III, LLC
1345 AVENUE OF THE AMERICAS
30TH FLOOR
NEW YORK, NY 10105 | X | X |
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Global Infrastructure GP III, L.P.
1345 AVENUE OF THE AMERICAS
30TH FLOOR
NEW YORK, NY 10105 | X | X |
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Zephyr Holdings GP, LLC
1345 AVENUE OF THE AMERICAS
30TH FLOOR
NEW YORK, NY 10105 | X | X |
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GIP III Zephyr Midco Holdings, L.P.
1345 AVENUE OF THE AMERICAS
30TH FLOOR
NEW YORK, NY 10105 | X | X |
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GIP III Zephyr Acquisition Partners L.P.
1345 AVENUE OF THE AMERICAS
30TH FLOOR
NEW YORK, NY 10105 | X | X |
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Clearway Energy Group LLC
1345 AVENUE OF THE AMERICAS
30TH FLOOR
NEW YORK, NY 10105 | X | X |
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Signatures
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| GLOBAL INFRASTRUCTURE INVESTORS III, LLC By: /s/ Jonathan Bram Name: Jonathan Bram Title: President | | 6/6/2023 |
| **Signature of Reporting Person | Date |
| GLOBAL INFRASTRUCTURE GP III, L.P. By: Global Infrastructure Investors III, LLC, its general partner By: /s/ Gregg Myers Name: Gregg Myers Title: Chief Financial Officer | | 6/6/2023 |
| **Signature of Reporting Person | Date |
| GIP III ZEPHYR MIDCO HOLDINGS, L.P. By: Global Infrastructure GP III, L.P., its general partner By: Global Infrastructure Investors III, LLC, its general partner By: /s/ Gregg Myers Name: Gregg Myers Title: Chief Financial Officer | | 6/6/2023 |
| **Signature of Reporting Person | Date |
| ZEPHYR HOLDINGS GP, LLC By: /s/ Jonathan Bram Name: Jonathan Bram Title: Officer | | 6/6/2023 |
| **Signature of Reporting Person | Date |
| GIP III ZEPHYR ACQUISITION PARTNERS, L.P. By: Zephyr Holdings GP, LLC, its general partner By: /s/ Gregg Myers Name: Gregg Myers Title: Chief Financial Officer | | 6/6/2023 |
| **Signature of Reporting Person | Date |
| CLEARWAY ENERGY GROUP LLC By: /s/ Alicia Stevenson Name: Alicia Stevenson Title: VP, Business Operations & Strategy | | 6/6/2023 |
| **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 control number. |
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