SEC Form 4 · accession 0001104659-18-054844
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
Aug 31, 2018
Accepted (ET)
Aug 31, 2018 · 5:59 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 B Units of NRG Yield LLCF2,F1 | — | Aug 31, 2018 | J | 42,738,750 | D | — | — | Class A Common Stock | 42,738,750 | 0 | D |
| Class D Units of NRG Yield LLCF2,F1 | — | Aug 31, 2018 | J | 42,738,750 | D | — | — | Class C Common Stock | 42,738,750 | 0 | D |
Explanation of responses
- F1Pursuant to an amended and restated exchange agreement, dated May 14, 2015 (the "Exchange Agreement"), the Class B Units of NRG Yield LLC ("Class B Units") are exchangeable at any time for shares of Class A Common Stock of the Issuer ("Class A Common Stock"), and the Class D Units of NRG Yield LLC ("Class D Units") are exchangeable at any time for shares of Class C Common Stock of the Issuer ("Class C Common Stock"), in each case on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, as Class B Units are exchanged for shares of Class A Common Stock and as Class D Units are exchanged for shares of Class C Common Stock, an equivalent number of shares of Class B Common Stock of the Issuer ("Class B Common Stock") and shares of Class D Common Stock of the Issuer ("Class D Common Stock"), respectively, will automatically be cancelled.
- F2On August 31, 2018, NRG Repowering Holdings LLC, a wholly owned subsidiary of the Reporting Person (together with the Reporting Person, the "NRG Parties"), sold 100% of the outstanding membership interests of Zephyr Renewables LLC (the "Company"), pursuant to a purchase and sale agreement, dated February 6, 2018, for total consideration of approximately $1,347,000,000. At the time of sale, the Company owned (i) 100% of the Class B Common Stock and 100% of the Class D Common Stock and (ii) 100% of the Class B Units and 100% of the Class D Units.