SEC Form 4 · accession 0001140361-19-002606
New Fortress Energy Inc. · NFE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randal A Nardone
Director · 10% Owner
Period of report
Feb 4, 2019
Accepted (ET)
Feb 6, 2019 · 5:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001749723
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A sharesF1 | Feb 4, 2019 | P | 2,500,000 | $14.00 | A | 2,500,000 | D | |
| Class B sharesF2,F3 | holding | — | — | — | 147,058,824 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| New Fortress Intermediate LLC UnitsF3,F4 | $0.00 | holding | — | — | — | — | — | Class A shares | 147,058,824 | 147,058,824 | I |
Explanation of responses
- F12,500,000 Class A shares representing limited liability company interests in New Fortress Energy LLC (the "Issuer") were purchased in the Issuer's initial public offering.
- F2Class B shares represent limited liability company interests in the Issuer and have no economic right, but entitles its holder to one vote per Class B share on all matters to be voted on by shareholders generally.
- F3These Class B shares and common units ("NFI LLC Units") of New Fortress Intermediate LLC ("NFI") are held directly by New Fortress Energy Holdings LLC ("New Fortress Energy Holdings"). New Fortress Energy Holdings is majority owned and controlled by Fortress Equity Partners (A) LP (the "Fortress Shareholder"). The Fortress Shareholder is controlled by Wesley R. Edens, the Issuer's Chief Executive Officer. Mr. Edens exercises voting power over the shares held by New Fortress Energy Holdings and may be deemed to be the beneficial owner thereof. The reporting person has the right to acquire beneficial ownership of his pro rata portion of the Class B shares and corresponding NFI LLC Units held directly by New Fortress Energy Holdings at his election pursuant to the limited liability company agreement of NFI (the "NFI LLC Agreement") and may be deemed to share dispositive power over such Class B shares and NFI LLC Units.
- F4The NFI LLC Agreement provides certain holders of NFI LLC Units with certain rights to cause NFI to acquire all or a portion of the NFI LLC Units (the "Redemption Right") for, at NFI's election, (a) Class A shares at a redemption ratio of one Class A share for each NFI LLC Unit redeemed, subject to conversion rate adjustments for any equity split, equity distribution, reclassification or other similar transaction, or (b) an equivalent amount of cash based on the trading price of a Class A share on the trading day that is immediately prior to the date of the redemption. The NFI LLC Units and the right to exercise the Redemption Right have no expiration date.