SEC Form 4 · accession 0001104659-15-000429
Pattern Energy Group Inc. · PEGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Pattern Energy Group Holdings LP
10% Owner
R/C Renewable Energy GP II, L.L.C.
10% Owner
R/C Wind II LP
10% Owner
Pattern Energy GP, LLC
10% Owner
Pattern Energy Group LP
10% Owner
Pattern Energy Group Holdings GP LLC
10% Owner
Pattern Renewables GP LLC
10% Owner
Pattern Renewables LP
10% Owner
Period of report
Mar 28, 2014
Accepted (ET)
Jan 5, 2015 · 9:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001561660
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3,F4,F1 | — | Mar 28, 2014 | J | 15,407,808 | A | — | — | Class A Common Stock | 15,407,808 | 15,407,808 | I |
Explanation of responses
- F1The Issuer's Class B common stock is convertible on a one-to-one basis into the Issuer's Class A common stock as of the later of December 31, 2014 or when the Issuer's South Kent wind project achieves commercial operations. On March 28, 2014, the South Kent project commenced commercial operations.
- F2The Reporting Persons acquired the shares of Class B common stock reported herein from the Issuer pursuant to a recapitalization immediately prior to the Issuer's initial public offering of Class A common stock, which offering closed on October 2, 2013.
- F3Held of record by Pattern Renewables LP. Pattern Renewables GP LLC is the general partner of Pattern Renewables LP. Pattern Energy Group LP is the sole member of 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.
- F4R/C Renewable Energy GP II, LLC is managed by an eight-person investment committee. Pierre F. Lapeyre, Jr., David M. Leuschen, Ralph C. Alexander, Lord John Browne of Madingley, Michael B. Hoffman, Stephen J. Schaefer, 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.