Spring Creek Capital Llc - May 2, 2022 Form 4 Insider Report for Eos Energy Enterprises, Inc. (EOSE)

Role
10%+ Owner
Signature
Spring Creek Capital, LLC /s/ Raffaele G. Fazio, Vice President and Secretary
Stock symbol
EOSE
Transactions as of
May 2, 2022
Transactions value $
$0
Form type
4
Date filed
5/3/2022, 04:17 PM
Previous filing
Apr 18, 2022
Next filing
Jan 19, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EOSE Common Stock Other $0 -2.54M -100% $0.00* 0 May 2, 2022 Direct 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
transaction EOSE 5%/6% Convertible Senior PIK Toggle Notes Due 2021 Other $0 -103M -100% $0.00* 0 May 2, 2022 Notes 5.15M $20.00 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Spring Creek Capital Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On May 2, 2022, Spring Creek Capital, LLC ("Spring Creek") transferred 2,538,261 shares of common stock of Eos Energy Enterprises, Inc. (the "Issuer") to Wood River Capital, LLC ("Wood River"). Each of Spring Creek and Wood River are indirectly beneficially owned by Koch Industries, Inc. No consideration was paid by Wood River to Spring Creek in connection with this transfer.
F2 On July 6, 2021, Spring Creek Capital, LLC ("Spring Creek") entered into an investment agreement (the "Investment Agreement") with the Issuer relating to the issuance and sale of $100,000,000 in aggregate principal amount of the Issuer's 5%/6% Convertible Senior PIK Toggle Notes due 2026 (the "Notes"). The Notes were issued to Spring Creek on July 7, 2021. The Investment Agreement contemplated an ability to issue the Notes under an indenture to facilitate transferability. As permitted by the Investment Agreement, the Issuer reissued the Notes in an aggregate principal amount of $102,900,000, including $2,900,000 principal amount of the Notes representing interest previously paid in kind, pursuant to an indenture with Wilmington Trust, National Association, as trustee, dated as of April 7, 2022.
F3 On May 2, 2022, Spring Creek transferred the Notes and 2,538,261 Public Shares to Wood River. No consideration was paid by Wood River to Spring Creek in connection with these transfers. The Notes are convertible into shares of the Issuer's common stock at the holder's option at any time until the business day prior to the maturity date, based on an initial conversion rate of 49.9910 shares per $1,000 principal amount of the Notes, subject to customary anti-dilution and other adjustments.