CENAQ Sponsor LLC. - Jun 21, 2023 Form 4 Insider Report for Verde Clean Fuels, Inc. (VGAS)

Role: 10%+ Owner
Signature: CENAQ Sponsor LLC /s/ J. Russell Porter Chief Executive Officer
Stock symbol: VGAS
Transactions as of: Jun 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/26/2023, 04:30 PM
Previous filing: Apr 10, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VGAS	Class A Common Stock	Other		-54.9K	-1.57%		3.43M	Aug 25, 2023	Direct	F1, F2
transaction	VGAS	Class A Common Stock	Other		-198K	-5.78%		3.23M	Aug 25, 2023	Direct	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	VGAS	Private Placement Warrants	Other		-2.48M	-100%		0	Jun 21, 2023	Class A Common Stock	2.48M	$11.50	Direct	F4, F5, F6

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

Explanation of Responses:

Id	Content
F1	On August 25, 2023, the Reporting Person transferred to various third parties a total of 54,874 shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), representing a "make-whole" amount in connection with such third parties purchasing shares of Class A Common Stock at the per share redemption price of approximately $10.31 per share from the Issuer's redeeming stockholders prior to the completion of the business combination between the Issuer, Verde Clean Fuels OpCo, LLC, Bluescape Clean Fuels Holdings, LLC, Bluescape Clean Fuels Intermediate Holdings, LLC and the Reporting Person on February 15, 2023 (the "Business Combination") in lieu of their agreements to purchase shares of Class A Common Stock for $10.00 per share in a private placement.
F2	The Reporting Person is the record holder of the securities reported herein. J. Russell Porter is the sole member of the board of managers of the Reporting Person. Messr. Porter may be deemed to have or share beneficial ownership of the securities held directly by the Reporting Person and disclaims any such beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3	On August 25, 2023, the Reporting Person effectuated a pro rata distribution of 198,251 shares of Class A Common Stock previously held by the Reporting Person to its members.
F4	On June 21, 2023, the Reporting Person effectuated a pro rata distribution of 2,475,000 private placement warrants to its members (the "Distribution").
F5	The warrants became exercisable on March 17, 2023, 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the prospectus for the Issuer's initial public offering.
F6	The Reporting Person is the record holder of the securities reported herein. J. Russell Porter is the sole member, and at the time of the Distribution, John B. Connally III and Michael J. Mayell were members, of the board of managers of the Reporting Person. Each of Messrs. Connally, Porter and Mayell may be deemed to have or share beneficial ownership of the securities held directly by the Reporting Person. Each such person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein.