Global Infrastructure GP III, L.P.'s Form 4/A amendment
AmendedClearway Energy, Inc. (CWEN) · filed May 17, 2023
- Accession no.
- 0001104659-23-061934
- Filed
- May 17, 2023, 5:03 PM ET
- Trade date
- Apr 1, 2023
- Filing delay
- 46 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Apr 4, 2023
This filing lists 1 non-derivative transaction. It carries over 3 transactions from the original filing that it did not restate. Open-market purchases total $2.24M. It was filed 46 days after the trade.
This amendment restates part of 0001104659-23-049653 (filed Apr 25, 2023). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Global Infrastructure GP III, L.P.CIK 0001747185 | Director, 10% Owner |
| Global Infrastructure Investors III, LLCCIK 0001747194 | Director, 10% Owner |
| Clearway Energy Group LLCCIK 0001750994 | Director, 10% Owner |
| GIP III Zephyr Acquisition Partners L.P.CIK 0001752556 | Director, 10% Owner |
| Zephyr Holdings GP, LLCCIK 0001942977 | Director, 10% Owner |
| GIP III Zephyr Midco Holdings, L.P.CIK 0001945888 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Apr 1, 2023 | Class C Common Stock | JOtherDisposed | −181,218 | $31.33 | −$5,677,559.94 | 55,956 | Indirect | Duplicate filing |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001104659-23-041542 (filed Apr 4, 2023).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 31, 2023 | Class C Common Stock | PPurchaseAcquired | +71,980 | $31.15F1 | +$2,242,349.75 | 172,601 | Indirect | |
| Apr 1, 2023 | Class C Common Stock | JOtherAcquired | +64,573 | $31.33 | +$2,023,072.09 | 237,174 | Indirect | |
| Apr 3, 2023 | Class C Common Stock | JOtherAcquired | +3,875 | –F4 | – | 56,958 | Indirect |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F1
The price reported in Column 4 is a weighted average price. These units were purchased by Clearway Energy Group LLC ("Clearway Energy Group") in multiple transactions at prices ranging from $30.96 to $31.40. The Reporting Persons undertake to provide Clearway Energy, Inc., any security holder of Clearway Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of units purchased at each separate price within the ranges set forth in this footnote. The Reporting Persons have agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.
Referenced by the price of 1 transaction in Table I.
- F4
Reflects the forfeiture of shares of restricted stock of the Issuer previously granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees.
Referenced by the price of 1 transaction in Table I.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Reflects grant of shares of restricted stock of the Issuer granted by Clearway Energy Group LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees. The Reporting Persons have agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.
- F2
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.
- F3
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.
- F4
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.
Remarks
This Form 4/A amends the original Form 4 filed by the Reporting Persons on April 4, 2023 (as amended by Amendment filed on April 25, 2023, "Original Form 4"). This amendment restates the number of shares of restricted stock granted on April 1, 2023 to reflect a grant that was declined by one or more of the Clearway Energy Group employees and never issued, and the resulting balances of securities beneficially owned following the transactions reported herein. This Amendment is also deemed to adjust the reported balances in the Forms 4 filed by the Reporting Persons after the filing of the Original Form 4 through May 16, 2023.