Statement of Changes in Beneficial Ownership (4)
June 23 2017 - 5:23PM
Edgar (US Regulatory)
FORM 4
[
X
]
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
Estimated average burden
hours per response...
0.5
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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
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R/C Renewable Energy GP II, L.L.C.
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2. Issuer Name
and
Ticker or Trading Symbol
Pattern Energy Group Inc.
[
PEGI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
712 FIFTH AVENUE, 36TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/21/2017
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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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
_
X
_ Form filed by More than One Reporting Person
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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 A Common Stock
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6/21/2017
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S
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8700000
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D
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$21.9082
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8262546
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I
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See Footnotes
(1)
(2)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Held of record by Pattern Development Finance Company LLC and Pattern Renewables LP. Pattern Renewables GP LLC is the general partner of Pattern Renewables LP. Pattern Energy Group LP is the sole member of each of Pattern Development Finance Company LLC and Pattern Renewables GP LLC. Pattern Energy GP LLC is the general partner of Pattern Energy Group LP. Pattern Energy Group Holdings LP is the managing member of Pattern Energy GP LLC. Pattern Energy Group Holdings GP LLC is the general partner of Pattern Energy Group Holdings LP. R/C Wind II LP is the managing member of Pattern Energy Group Holdings GP LLC. Riverstone/Carlyle Renewable Energy Grant GP, L.L.C. is the general partner of R/C Wind II LP. R/C Renewable Energy GP II, LLC is the managing member of Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.
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(2)
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R/C Renewable Energy GP II, LLC is managed by a five-person investment committee. Pierre F. Lapeyre, Jr., David M. Leuschen, Michael B. Hoffman, Daniel A. D'Aniello and Edward J. Mathias, as the members of the investment committee of R/C Renewable Energy GP II, LLC, may be deemed to share beneficial ownership of the shares beneficially owned by R/C Wind II LP. Such individuals expressly disclaim any such beneficial ownership.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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R/C Renewable Energy GP II, L.L.C.
712 FIFTH AVENUE
36TH FLOOR
NEW YORK, NY 10019
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X
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Pattern Energy Group Holdings LP
PIER 1, BAY 3
SAN FRANCISCO, CA 94111
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X
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Pattern Energy GP, LLC
PIER 1, BAY 3
SAN FRANCISCO, CA 94111
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X
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Pattern Energy Group LP
PIER 1, BAY 3
SAN FRANCISCO, CA 94111
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X
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Pattern Renewables GP LLC
PIER 1, BAY 3
SAN FRANCISCO, CA 94111
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X
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Pattern Renewables LP
PIER 1, BAY 3
SAN FRANCISCO, CA 94111
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X
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Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.
712 FIFTH AVENUE
36TH FLOOR
NEW YORK, NY 10019
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X
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R/C Wind II LP
712 FIFTH AVENUE
36TH FLOOR
NEW YORK, NY 10019
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X
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Pattern Energy Group Holdings GP LLC
712 FIFTH AVE.
36TH FLOOR
NEW YORK, NY 10019
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X
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Signatures
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R/C/ Renewable Energy GP II, LLC By: /s/ Thomas Walker, Authorized Person
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6/23/2017
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**
Signature of Reporting Person
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Date
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Pattern Energy Group Holdings LP By: /s/ Daniel M. Elkhort, Vice President
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6/23/2017
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**
Signature of Reporting Person
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Date
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Pattern Energy GP LLC By: /s/ Daniel M. Elkhort, Vice President
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6/23/2017
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**
Signature of Reporting Person
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Date
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Pattern Energy Group LP By: /s/ Dyann S. Blaine, Vice President
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6/23/2017
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**
Signature of Reporting Person
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Date
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Pattern Renewables GP LLC By: /s/ Dyann S. Blaine, Vice President
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6/23/2017
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**
Signature of Reporting Person
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Date
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Pattern Renewables LP By: /s/ Dyann S. Blaine, Vice President
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6/23/2017
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**
Signature of Reporting Person
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Date
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Riverstone/Carlyle Renewable Energy Grant GP, L.L.C. By: R/C/ Renewable Energy GP II, LLC, its sole member By: /s/ Thomas Walker, Authorized Person
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6/23/2017
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**
Signature of Reporting Person
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Date
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RC Wind II LP By: Riverstone/Carlyle Renewable Energy Grant GP, L.L.C., its general partner By: R/C/ Renewable Energy GP II, LLC, its sole member By: /s/ Thomas Walker, Authorized Person
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6/23/2017
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**
Signature of Reporting Person
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Date
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Pattern Energy Group Holdings GP LLC By: RC Wind II LP, its managing member By: Riverstone/Carlyle Renewable Energy Grant GP, L.L.C., its general partner By: R/C/ Renewable Energy GP II, LLC, its sole member By: /s/ Thomas Walker, Authorized Person
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6/23/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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