Porter J Russell's Form 4/A amendment
AmendedVerde Clean Fuels, Inc. (VGAS) · filed Apr 10, 2024
- Accession no.
- 0001213900-24-031963
- Filed
- Apr 10, 2024
- Trade date
- Feb 15, 2023
- Filing delay
- 420 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Feb 15, 2023
This filing lists 1 derivative transaction. It was filed 420 days after the trade.
This amendment replaces 0001213900-23-012141 (filed Feb 15, 2023).
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 |
|---|---|
| Porter J RussellCIK 0001348372 | 10% Owner, Other: Fmr Director and CEO |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 15, 2023 | Class A Common Stock | SSaleAcquired | +40,961 | –F1 | – | 1 | Indirect | Duplicate filing |
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
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, at a conversion price of $10.00 per share.
Referenced by the price of 1 transaction in Table II.
- F2
The Sponsor is the record holder of the securities reported herein. J. Russell Porter is the sole member, and at the time of the issuance of the Note, John B. Connally III and Michael J. Mayell were members, of the board of managers of the Sponsor. Each of Messrs. Connally, Porter and Mayell may be deemed to have had or may have shared beneficial ownership of the securities held directly by the Sponsor. Each such person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person was the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Remarks
This Form 4 is being amended solely to reflect the issuance of the Note and to uncheck the box indicating that the Reporting Person is no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which was inadvertently checked when the original Form 4 was filed on February 15, 2023. As of the date of filing this amendment, the Reporting Person remains subject to Section 16 of the Exchange Act.