SEC Form 4 · accession 0001104659-15-043165
Clearway Energy, Inc. · CWEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
NRG ENERGY, INC.
10% Owner
Period of report
May 14, 2015
Accepted (ET)
Jun 3, 2015 · 4:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001567683
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 D Units of NRG Yield LLCF2,F1 | — | May 14, 2015 | J | 42,738,750 | A | — | — | Class C Common Stock | 42,738,750 | 42,738,750 | D |
Explanation of responses
- F1Pursuant to the Amended and Restated Exchange Agreement dated May 14, 2015, the Class D Units are exchangeable at any time for shares of Class C common stock of NRG Yield, Inc. ("Class C Common Stock") on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the Reporting Person exchanges the Class D Units for shares of Class C Common Stock pursuant to the Amended and Restated Exchange Agreement, an equivalent number of shares of Class D Common Stock issued to the Reporting Person will automatically be cancelled.
- F2The Class D Units were received in connection with the reclassification of the limited liability company interests of Yield LLC, whereby each Class B Unit held by the Reporting Person was reclassified into one Class B Unit and one Class D Unit.