Wood River Capital, LLC - Dec 30, 2022 Form 3 Insider Report for Eos Energy Enterprises, Inc. (EOSE)

Role: 10%+ Owner
Signature: Wood River Capital, LLC /s/ Raffaele G. Fazio, Vice President and Secretary
Stock symbol: EOSE
Transactions as of: Dec 30, 2022
Transactions value $: $0
Form type: 3
Date filed: 1/4/2023, 04:15 PM
Previous filing: Dec 6, 2022
Next filing: Jan 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	EOSE	Common Stock						2.54M	Dec 30, 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
holding	EOSE	5% / 6% Convertible Senior PIK Toggle Notes Due 2026							Dec 30, 2022	Common Stock	5.46M	$20.00	Direct	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Wood River Capital, LLC ("Wood River") is beneficially owned by SCC Holdings, LLC ("SCC"), SCC is beneficially owned by KIM, LLC ("KIM"), KIM is beneficially owned by Koch Investments Group, LLC ("KIG"), KIG is beneficially owned by Koch Investments Group Holdings, LLC ("KIGH"), and KIGH is beneficially owned by Koch Industries, Inc. ("Koch Industries"), in each case by means of ownership of all voting equity instruments. Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the shares of common stock of Eos Energy Enterprises, Inc. (the "Issuer") held by Wood River by virtue of (i) Koch Industries' beneficial ownership of KIGH, (ii) KIGH's beneficial ownership of KIG, (iii) KIG's beneficial ownership of KIM, (iv) KIM's beneficial ownership of SCC and (v) SCC's beneficial ownership of Wood River.
F2	On July 6, 2021, Spring Creek Capital, LLC (the "Company") 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. As permitted by the Investment Agreement, the Company reissued the Notes pursuant to an indenture with Wilmington Trust, National Association, as trustee, dated as of April 7, 2022, in an aggregate principal amount of $102,900,000, including $2,900,000 principal amount of the Notes representing interest previously paid in kind. On May 2, 2022, Spring Creek transferred the Notes to Wood River. No consideration was paid by Wood River to Spring Creek in connection with this transfer. 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.
F3	Represents 5,458,330 shares of the Issuer's common stock issuable to Wood River upon conversion of the $109,166,610 outstanding aggregate principal amount of the Notes held by Wood River, which amount includes $3,179,610 aggregate principal amount of the Notes acquired by Wood River as a result of the Issuer's notification that, in connection with the December 30, 2022 interest payment on the Notes, the Issuer had elected to have all accrued and unpaid interest on the Notes to, but not including, the interest payment date of December 30, 2022 paid-in-kind as an increase to the aggregate principal amount of the Notes.
F4	Represents the effective conversion price per share of the Issuer's common stock based on the initial conversion rate of 49.9910 shares per $1,000 principal amount of the Notes. The conversion price is subject to adjustment upon the occurrence of certain dilutive events such as stock splits and combinations, stock dividends, mergers and spin-offs.