SEC Form 4 · accession 0001104659-18-067438
Clearway Energy, Inc. · CWEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 7, 2018
Accepted (ET)
Nov 9, 2018 · 5:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001567683
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class C Common StockF2,F3,F4 | Nov 7, 2018 | P | 30,000 | $19.79 | A | 30,000 | I | See footnotes |
| Class C Common StockF5,F3,F4 | Nov 8, 2018 | P | 29,727 | $19.70 | A | 59,727 | I | See footnotes |
| Class C Common StockF3,F4 | Nov 8, 2018 | J | 59,727 | $0.00 | D | 0 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects purchases made by Clearway Energy Group LLC ("Clearway Energy Group") in connection with grants it intends to make under its Long Term Equity Incentive Plan (the "Plan") to certain of its employees.
- F2The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $19.58 to $19.93, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
- F3Reflects securities held directly by Clearway Energy Group. Global Infrastructure Investors III, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP III, L.P. ("Global GP"), which is the general partner of GIP III Zephyr Acquisition Partners, L.P. ("GIP"), which is the sole member of Clearway Energy Group. As a result, Global Investors, Global GP, and GIP may be deemed to share beneficial ownership of the Issuer securities owned by Clearway Energy Group. Adebayo Ogunlesi, Jonathan Bram, William Brilliant, Matthew Harris, Michael McGhee, Rajaram Rao, William Woodburn, Salim Samaha and Robert O'Brien, as the voting members of the Investment Committee of Global Investors, may be deemed to share beneficial ownership of the Issuer securities beneficially owned by Global Investors. Such individuals expressly disclaim any such beneficial ownership.
- F4Each 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.
- F5The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $19.51 to $19.90, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
- F6Reflects grants of shares of restricted stock of the Issuer granted by Clearway Energy Group under the Plan to certain of its employees.