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

Role
10%+ Owner
Signature
/s/ J. Russell Porter
Stock symbol
VGAS
Transactions as of
Jun 21, 2023
Transactions value $
$0
Form type
4
Date filed
10/26/2023, 04:33 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 See footnote F1, F2
transaction VGAS Class A Common Stock Other -198K -5.78% 3.23M Aug 25, 2023 See footnote F2, F3
transaction VGAS Class A Common Stock Other +19.9K 19.9K Aug 25, 2023 Direct 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 See footnote F4, F5, F6
transaction VGAS Private Placement Warrants Other +255K 255K Jun 21, 2023 Class A Common Stock 255K $11.50 Direct F4, F5

Explanation of Responses:

Id Content
F1 On August 25, 2023, CENAQ Sponsor LLC (the "Sponsor") 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 Sponsor 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 Sponsor is the record holder of the securities reported herein. J. Russell Porter is the sole member of the board of managers of the Sponsor. Messr. Porter may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor and disclaims any such beneficial ownership of such securities except to the extent of his 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.
F3 On August 25, 2023, the Sponsor effectuated a pro rata distribution of 198,251 shares of Class A Common Stock to its members, of which 19,850 were transferred to the Reporting Person.
F4 On June 21, 2023, the Sponsor effectuated a pro rata distribution of 2,475,000 private placement warrants to its members (the "Distribution"), of which 254,594 were transferred to the Reporting Person.
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 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 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.

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"). The Reporting Person remains subject to Section 16 of the Exchange Act and all changes in beneficial ownership have been continuously reported.