John B. Connally III - Jun 21, 2023 Form 4 Insider Report for Verde Clean Fuels, Inc. (VGAS)

Role
10%+ Owner
Signature
/s/ John B. Connally III
Stock symbol
VGAS
Transactions as of
Jun 21, 2023
Transactions value $
$0
Form type
4
Date filed
10/26/2023, 04:31 PM
Previous filing
Feb 15, 2023

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 See footnote F1, F2, F3
transaction VGAS Private Placement Warrants Other +194K 194K Jun 21, 2023 Class A Common Stock 194K $11.50 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John B. Connally III is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On June 21, 2023, CENAQ Sponsor LLC (the "Sponsor") effectuated a pro rata distribution of 2,475,000 private placement warrants to its members (the "Distribution"), of which 193,857 were transferred to the Reporting Person.
F2 The warrants became exercisable on March 17, 2023, 30 days after 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 Sponsor on February 15, 2023 (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.
F3 The Sponsor 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 Sponsor. Each of Messers. Connally, Porter and Mayell may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Each such person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

On February 15, 2023, the Reporting Person filed a Form 4 and inadvertently checked the box indicating that the Reporting Person is no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result of the Reporting Person's resignation from the board of managers of the Sponsor on August 18, 2023, the Reporting Person is no longer subject to Section 16 of Exchange Act.