BEP Special Situations IV LLC - Sep 16, 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
Stock symbol
FEAM
Transactions as of
Sep 16, 2024
Transactions value $
$0
Form type
4
Date filed
9/18/2024, 04:05 PM
Previous 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
transaction FEAM Convertible Notes Purchase +4.69M +12.94% 40.9M Sep 16, 2024 Common Stock 4.69M 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 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 1,066.6667 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 4,690,335 and 36,256,994 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 In connection with the consummation of the offering by the Issuer, on August 28, 2024, of an of an aggregate of: (i) 5,333,333 shares of Common Stock, (ii) Series A warrants to purchase up to an aggregate of up to 5,333,333 shares of Common Stock and (iii) Series B warrants to purchase an aggregate of 5,333,333 shares of Common Stock, the conversion rate for the Notes issued on June 11, 2024, which were previously reported as purchased by the Reporting Person on June 13, 2024 (the "June Notes"), was automatically adjusted pursuant to Section 2.8(d)(iv) of the Amended and Restated Note Purchase Agreement, dated as of January 18, 2024, as amended on April 28, 2024, May 28, 2024, and September 16, 2024, from 650.4065 to 692.7990 per $1,000 principal amount of the June Notes, resulting in an additional 191,292 shares of Common Stock underlying the June Notes assuming the Issuer pays all accrued interest on the June Notes in kind until maturity.
F4 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.