Michael J. Mayell - Jun 21, 2023 Form 4 Insider Report for Verde Clean Fuels, Inc. (VGAS)

Role: 10%+ Owner
Signature: /s/ Michael J. Mayell
Stock symbol: VGAS
Transactions as of: Jun 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/26/2023, 04:32 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		+190K			190K	Jun 21, 2023	Class A Common Stock	190K	$11.50	See footnote	F1, F2, F4

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

Michael J. Mayell 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 189,777 were transferred to KM Devco LLC ("KM Devco").
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 shares 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 Messrs. 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.
F4	KM Devco, an entity controlled by the Reporting Person, is the record holder of the securities reported herein.

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. 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.