Exxon Mobil Corp - Aug 5, 2022 Form 4 Insider Report for Global Clean Energy Holdings, Inc. (GCEH)

Signature
/s/ Exxon Mobil Corporation; By its Vice President, Treasurer and General Tax Counsel, James M. Spellings, Jr.
Stock symbol
GCEH
Transactions as of
Aug 5, 2022
Transactions value $
$0
Form type
4
Date filed
8/9/2022, 02:25 PM
Previous filing
Apr 29, 2022
Next filing
May 3, 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
transaction GCEH Warrant to Purchase Common Stock (Right to Buy) Award +2.49M 2.49M Aug 5, 2022 Common Stock 2.49M $2.25 See Footnote F1, F2, F5
transaction GCEH Warrant to Purchase Common Stock (Right to Buy) Disposed to Issuer -13.5M -50% 13.5M Aug 5, 2022 Common Stock 13.5M $2.25 See Footnote F1, F2, F5
transaction GCEH Warrant to Purchase Common Stock (Right to Buy) Award +13.5M 13.5M Aug 5, 2022 Common Stock 13.5M $2.25 See Footnote F1, F2, F3, F5
transaction GCEH Warrant to Purchase Common Stock (Right to Buy) Disposed to Issuer -6.5M -50% 6.5M Aug 5, 2022 Common Stock 6.5M $3.75 See Footnote F1, F2, F4, F5
transaction GCEH Warrant to Purchase Common Stock (Right to Buy) Award +6.5M 6.5M Aug 5, 2022 Common Stock 6.5M $2.25 See Footnote F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the terms of a transaction agreement, dated August 5, 2022, entered into between the Issuer, ExxonMobil Renewables LLC ("EM Renewables") and ExxonMobil Oil Corporation ("EMOC"), the Issuer issued to EM Renewables warrants for 2,489,643 shares of Common Stock in consideration for certain amendments to the Product Off-Take Agreement, dated effective April 10, 2019 (as amended), between a subsidiary of the Issuer and EMOC (the "Product Off-Take Agreement"), and the Term Purchase Agreement, dated effective April 21, 2021 (as amended), entered into between a subsidiary of the Issuer and EMOC (collectively, the "Amendments").
F2 In addition, in connection with the Amendments, (i) the term of previously issued warrants to purchase 13,530,723 shares of Common Stock was extended (as described in footnote (3)) and (ii) the exercise price of previously issued warrants to purchase 6,500,000 shares of Common Stock was changed from $3.75 to $2.25 per share and the term was extended (as described in footnote (3)).
F3 The warrants expire on December 23, 2028, or if such day is not a business day, then the next preceding business day.
F4 The warrants become exercisable on the earlier of (i) the date on which EMOC extends the term of the Product Off-Take Agreement or (ii) a change of control or sale of the Issuer, or the dissolution of the Issuer.
F5 These securities are held directly by EM Renewables. Exxon Mobil Corporation, as the sole member of EM Renewables, has the power to control the exercisability of the warrants and therefore may be deemed to have beneficial ownership over such securities.