BEP Special Situations IV LLC - Jan 18, 2024 Form 3 Insider Report for 5E Advanced Materials, Inc. (FEAM)

Role: 10%+ Owner
Signature: /s/ Jonathan Siegler, Managing Director and Chief Financial Officer, on behalf of BEP Special Situations IV LLC
Stock symbol: FEAM
Transactions as of: Jan 18, 2024
Transactions value $: $0
Form type: 3
Date filed: 1/22/2024, 06:11 PM
Next filing: Jun 13, 2024

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	FEAM	Convertible Notes							Jan 18, 2024	Common Stock	33.1M		Direct	F1, F2, F3
holding	FEAM	Option to Purchase Common Stock							Jan 18, 2024	Common Stock	10.7M	$1.03	Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	On January 18, 2024, in connection with closing ("Closing") of the Issuer's out of court restructuring, the Note Purchase Agreement (as amended and restated, the "Amended and Restated Note Purchase Agreement") was amended and restated to, among other things, amend the conversion rate from 56.8182 shares to 650.4065 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of Convertible Notes, thereby increasing the number of shares of Common Stock into which the Convertible Notes are convertible, extend the maturity date to August 15, 2028 (the "Maturity Date"),
F2	(Continued from footnote 1) increase the paid-in-kind interest rate from 6% to 10% and assign 50% of the then-outstanding principal amount of the Convertible Notes held by BEP Special Situations IV LLC ("Bluescape") to certain third parties. All or any portion of the Convertible Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding the Maturity Date. The number of shares reported as underlying the Convertible Notes reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.
F3	Bluescape Energy Partners IV GP LLC ("Bluescape GP" and, together with Bluescape, the "Reporting Persons") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns Bluescape. As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F4	Pursuant to the Restructuring Support Agreement dated December 5, 2023 by and among Bluescape and the Issuer, among others, Bluescape has an option to purchase up to $10 million shares of Common Stock at $1.025 per share, plus an equity placement fee, which option will expire in connection with the final closing of the Company's private placement of Common Stock to certain third parties, expected to close on January 29, 2024.