Statement of Changes in Beneficial Ownership (4)
May 31 2023 - 4:32PM
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
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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TotalEnergies SE |
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)
2, PLACE JEAN MILLIER, LA DEFENSE 6 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/26/2023 |
(Street)
COURBEVOIE, I0 92400 |
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 | 5/26/2023 | | J(1) | | 1065 | A | (1) | 66886 | I | See footnotes (2)(3) |
Class C Common Stock | 5/31/2023 | | J(1) | | 639 | A | (1) | 67525 | I | See footnotes (2)(3) |
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) | The securities reported herein are held directly by Clearway Energy Group, a wholly owned subsidiary of GIP III Zephyr Acquisition Partners, L.P. ("GIP"). TotalEnergies Renewables USA, LLC holds 50% of the equity interests in Zephyr Holdings GP, LLC, which is the general partner of GIP. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC. TotalEnergies Gestion USA SARL, which is a direct wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. As a result, each of the foregoing entities may be deemed to beneficially own the securities reported herein. |
(3) | 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 |
TotalEnergies SE 2, PLACE JEAN MILLIER LA DEFENSE 6 COURBEVOIE, I0 92400 | X | X |
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TotalEnergies Gestion USA SARL 2, PLACE JEAN MILLIER LA DEFENSE 6 COURBEVOIE, I0 92400 | X | X |
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TotalEnergies Holdings USA, Inc. 1201 LOUISIANA ST. SUITE 1800, HOUSTON, TX 77002 | X | X |
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TotalEnergies Delaware, Inc. 1201 LOUISIANA ST. SUITE 1800, HOUSTON, TX 77002 | X | X |
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TotalEnergies Renewables USA, LLC 1201 LOUISIANA ST. SUITE 1800, HOUSTON, TX 77002 | X | X |
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Signatures
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TOTALENERGIES SE By: /s/ Marine Delaitre Name: Marine Delaitre Title: Authorized Signatory | | 5/31/2023 |
**Signature of Reporting Person | Date |
TOTALENERGIES GESTION USA SARL By: /s/ Eric Bozec Name: Eric Bozec Title: General Manager | | 5/31/2023 |
**Signature of Reporting Person | Date |
TOTALENERGIES HOLDINGS USA, INC. By: /s/ Albert Shung Name: Albert Shung Title: Assistant Secretary | | 5/31/2023 |
**Signature of Reporting Person | Date |
TOTALENERGIES DELAWARE, INC. By: /s/ Albert Shung Name: Albert Shung Title: Secretary | | 5/31/2023 |
**Signature of Reporting Person | Date |
TOTALENERGIES RENEWABLES USA, LLC By: /s/ Albert Shung Name: Albert Shung Title: Secretary | | 5/31/2023 |
**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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