BEP Special Situations IV LLC - 11 Jun 2024 Form 4 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
Issuer symbol
FEAM
Transactions as of
11 Jun 2024
Net transactions value
$0
Form type
4
Filing time
13 Jun 2024, 16:05:15 UTC
Previous filing
22 Jan 2024
Next filing
18 Sep 2024
SEC
View on sec.gov

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 FEAM Convertible Notes Purchase +2,934,891 +8.9% 36,065,702 11 Jun 2024 Common Stock 2,934,891 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 650.4065 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").
F2 (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 2,934,891 and 36,065,702 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, 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.