Venture Global Partners II, LLC - 27 Jan 2025 Form 4 Insider Report for Venture Global, Inc. (VG)

Role
Officer, Director, 10%+ Owner
Signature
/s/ Keith Larson, as Attorney-in-Fact for Venture Global Partners II, LLC
Issuer symbol
VG
Transactions as of
27 Jan 2025
Net transactions value
$0
Form type
4
Filing time
27 Jan 2025, 17:21:34 UTC
Previous filing
23 Jan 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VG Class A Common Stock Disposed to Issuer -1,968,604,458 -100% 0 27 Jan 2025 Direct F1, F2, F3

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 VG Class B common stock Award +1,968,604,458 1,968,604,458 27 Jan 2025 Class A common stock 1,968,604,458 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in the Issuer's Registration Statement on Form S-1/A (File No. 333-283964), immediately prior to the consummation of the Issuer's initial public offering of its Class A Common Stock, each share of Class A Common Stock was (i) converted into approximately 4,520.3317 shares of Class A Common Stock pursuant to a stock split and (ii) immediately after the stock split, such shares of Class A Common Stock held by the Reporting Persons were converted into an equal number of shares of Class B Common Stock of the Issuer.
F2 Each share of Class B Common Stock is convertible into shares of Class A Common Stock on a one-for-one basis at the option of the Reporting Persons. In addition, each share of Class B Common Stock will convert automatically into one fully paid and nonassessable share of Class A Common Stock upon any transfer of such share, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation. Shares of Class B Common Stock do not expire.
F3 These shares are held directly by Venture Global Partners II, LLC ("VGP II"), and indirectly by Michael Sabel and Robert Pender, who are managing partners of VGP II and share voting and dispositive power over the shares held by VGP II.

Remarks:

Mr. Michael Sabel's title is Chief Executive Officer, Founder, and Executive Co-Chairman of the Board of Directors of the Issuer. Mr. Robert Pender's title is Executive Co-Chairman, Founder, and Executive Co-Chairman of the Board of Directors of the Issuer.