This Amendment No. 1 (the Amendment) amends and supplements the statement on Schedule 13D
(the Original Schedule 13D and, as amended and supplemented by this Amendment, the Schedule 13D) related to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the
same meanings ascribed to them in the Original Schedule 13D.
Item 1.
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Security and Issuer
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This Amendment amends and restates the first sentence of the last paragraph of Item 1 of the Original Schedule 13D in its entirety as set forth below:
As of July 19, 2021, as reflected in this Schedule 13D, the Reporting Persons (as hereinafter defined) beneficially owned that number of shares of Common
Stock set forth on the cover pages hereto, which information is hereby incorporated by reference into this Item 1.
Item 5.
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Interest in Securities of the Issuer
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This Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below:
(a)-(b) The responses of the Reporting Persons to Rows (7) through (13) of the cover page of this Schedule 13D, as of the date hereof are incorporated
herein by reference.
The Reporting Persons, through the Founder, Holdco I and Holdco II, as parties to the Stockholders Agreement (as defined
below), may be deemed part of a group within the meaning of Section 13(d)(3) of the Act. Accordingly, such group collectively may beneficially own 34.9% of the 166,612,171 shares of the Issuers common stock issued and
outstanding as of July 19, 2021, consisting of 101,940,027 shares of Common Stock and 64,672,144 shares of Class B Common Stock, representing approximately 61.1% and 38.9% of the combined voting power of all of the Issuers common
stock, respectively.
The Reporting Persons have the shared power to vote or direct the vote, and the shared power to dispose or to direct the disposition
of all 58,080,582 shares of Class B Common Stock described in Row (11) of the cover page of this Schedule 13D.
(c) Except as disclosed in Item 6
of this Schedule 13D (which are incorporated herein by reference), none of the Reporting Persons effected any transaction in Class B Common Stock in the past 60 days.
(d) No person, other than the Reporting Persons, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds
from the sale of, the shares of Class B Common Stock beneficially owned by the Reporting Persons.
(e) Inapplicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The responses of the Reporting Persons to Items 2, 3 and 4 hereof are incorporated herein by reference.
This Amendment adds the text set forth below after the last paragraph under the subheading Stockholders Agreement in Item 6 of the Original
Schedule 13D:
The Stockholders Agreement terminated as it relates to Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P.
(Oaktree) at the closing of the Follow-on Offering.
This Amendment replaces the last paragraph in
Item 6 of the Original Schedule 13D in its entirety as set forth below:
Follow-on Offering
On July 12, 2021, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives (the IPO Representatives) of the several
underwriters named in Schedule I to the underwriting agreement, dated January 26, 2021, by and among the Issuer, the IPO Representatives, Parent and Oaktree, agreed to waive the Lock-up Agreement with the
Founder, Holdco I and Holdco II, only to the extent necessary to permit the offer and sale of their LLC Interests in connection with an underwritten public offering (the Follow-on Offering) of
Class A Common Stock pursuant to a registration statement on Form S-1 (File No. 333-257856) filed with the Securities and Exchange Commission on July 12,
2021. The Follow-on Offering closed on July 19, 2021. In connection with the Follow-on Offering, the Founder, Holdco I and Holdco II sold 50,000, 1,650,000 and
3,300,000 LLC Interests, respectively, and an equal number of shares of Class B Common Stock to the Issuer at a price of $27.02 (the per-share price paid by the underwriters for shares of Class A
Common Stock in the Follow-on Offering) for one LLC Interest and one share of Class B Common Stock.