Occidental Petroleum Corp /De/ - Jun 8, 2023 Form 3 Insider Report for NET Power Inc. (NPWR)

Role
Director, 10%+ Owner
Signature
/s/ Nicole E. Clark, as Vice President and Secretary of OLCV Net Power, LLC
Stock symbol
NPWR
Transactions as of
Jun 8, 2023
Transactions value $
$0
Form type
3
Date filed
6/20/2023, 06:41 PM
Previous filing
Jul 25, 2022
Next filing
Sep 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding NPWR Class A common stock, par value $0.0001 per share 34M Jun 8, 2023 See Footnote F1
holding NPWR Class B common stock, par value $0.0001 per share 55.6M Jun 8, 2023 See Footnote F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding NPWR Class A units Jun 8, 2023 Class A common stock, par value $0.0001 per share 55.6M See Footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 OLCV Net Power, LLC ("OLCV Net Power") is the owner of record of such shares. OLCV Net Power is a direct, wholly owned subsidiary of Oxy Low Carbon Ventures, LLC ("OLCV"). OLCV is a direct, wholly owned subsidiary of OXY USA Inc. ("OXY USA"). OXY USA is a direct, wholly owned subsidiary of Occidental Petroleum Corporation ("Occidental," and collectively, the "Reporting Persons"). OLCV, OXY USA and Occidental, as a result of such relationships, may be deemed to indirectly beneficially own the shares of Class A Common Stock and Class B Common Stock (each as defined below) owned of record by OLCV Net Power and the Opco Units (as defined below).
F2 OLCV Net Power owns 55,553,247 Class A units ("Opco Units") of NET Power Operations LLC ("Opco"), in which the Issuer is the sole managing member and whose equity interests are the Issuer's only asset, and an equivalent number of shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"). Pursuant to the limited liability company agreement of Opco, at the request of the holder, each Opco Unit may be redeemed at any time for, at the Issuer's election, a newly issued share of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), or cash, and upon redemption of such Opco Unit, a share of Class B Common Stock shall be surrendered by the holder and canceled by the Issuer. For more information, see the Reporting Persons' Schedule 13D filed with the Securities and Exchange Commission on June 20, 2023 (the "Schedule 13D").

Remarks:

OLCV Net Power directly acquired (and, through the relationships described in footnote 1, the other Reporting Persons indirectly acquired) beneficial ownership of the securities reported herein in the Issuer's business combination and substantially concurrent PIPE financing. For more information, see the Schedule 13D. Each of the Reporting Persons disclaims beneficial ownership in such securities, except to the extent of its pecuniary interest therein. Each of the Reporting Persons may be deemed a director by deputization, by virtue of their director designees on the board of directors of the Issuer as described in the Schedule 13D.