Zephyr Holdings GP, LLC - Sep 12, 2022 Form 3 Insider Report for Clearway Energy, Inc. (CWEN)

Role: Director, 10%+ Owner
Signature: Zephyr Holdings GP, LLC By: /s/ Jonathan Bram Name: Jonathan Bram Title: Officer
Stock symbol: CWEN
Transactions as of: Sep 12, 2022
Transactions value $: $0
Form type: 3
Date filed: 9/14/2022, 04:39 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CWEN	Class A Common Stock						21.8K	Sep 12, 2022	See footnotes	F1, F2, F3, F4
holding	CWEN	Class C Common Stock						65.8K	Sep 12, 2022	See footnotes	F1, F2, F3, F4

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
holding	CWEN	Class B Units of Clearway Energy LLC							Sep 12, 2022	Class A Common Stock	42.7M		See footnotes	F1, F2, F3, F4, F5
holding	CWEN	Class D Units of Clearway Energy LLC							Sep 12, 2022	Class C Common Stock	42.3M		See footnotes	F1, F2, F3, F4, F6

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

Explanation of Responses:

Id	Content
F1	On September 12, 2022 GIP III Zephyr Midco Holdings, L.P. ("Midco") completed the sale of fifty percent (50%) of the equity interests in Zephyr Holdings, L.P. (formerly known as GIP III Zephyr Holdings, LLC) to TotalEnergies Renewables USA, LLC, an indirect subsidiary of TotalEnergies SE (the "Transaction"). In the Transaction, Midco received approximately $1.6 billion in cash and an interest of 50% minus one share in the TotalEnergies SE subsidiary that holds its 50.6% ownership in SunPower Corporation (NASDAQ: SPWR). The Transaction takes into account valuations of $35.10 per share for the Issuer's common stock and $18 per share for SunPower Corporation. Zephyr Holdings, L.P. owns all of the limited partnership interests in GIP III Zephyr Acquisition Partners, L.P. GIP III Zephyr Acquisition Partners, L.P. is the sole member of Clearway Energy Group LLC ("Clearway Energy Group").
F2	Reflects securities held directly by Clearway Energy Group. Zephyr Holdings GP, LLC is the general partner of GIP III Zephyr Acquisition Partners, L.P., which is the sole member of Clearway Energy Group. Zephyr Holdings GP, LLC is owned by Midco and TotalEnergies Renewables USA, LLC. Global Infrastructure Investors III, LLC is the sole general partner of Global Infrastructure GP III, L.P., which is the general partner of Midco. As a result, each of Zephyr Holdings GP, LLC, GIP III Zephyr Acquisition Partners, L.P., Midco, Global Infrastructure GP III, L.P. and Global Infrastructure Investors III, LLC, may be deemed to share beneficial ownership of the Clearway Energy, Inc. (the "Issuer") securities owned by Clearway Energy Group.
F3	Adebayo Ogunlesi, Jonathan Bram, William Brilliant, Tufan Erginbilgic, Matthew Harris, Michael McGhee, Rajaram Rao, Salim Samaha and Robert O'Brien, as the voting members of the Investment Committee of Global Infrastructure Investors III, LLC, may be deemed to share beneficial ownership of the Issuer securities beneficially owned by Global Infrastructure Investors III, LLC. Such individuals expressly disclaim any such beneficial ownership. Each of GIP III Zephyr Acquisition Partners, L.P., Global Infrastructure GP III, L.P. and Global Infrastructure Investors III, LLC have previously filed a Form 3 reporting beneficial ownership of Issuer securities.
F4	Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the securities reported herein for purposes of Section 16 or for any other purpose.
F5	Pursuant to an Amended and Restated Exchange Agreement, dated as of May 14, 2015, among the Issuer, Clearway Energy LLC ("Clearway LLC") and other parties thereto (the "Exchange Agreement"), the Class B Units of Clearway LLC are exchangeable at any time for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class B Units for shares of Class A Common Stock pursuant to the Exchange Agreement, an equivalent number of shares of Class B Common Stock issued to the holder will automatically be canceled.
F6	Pursuant to the Exchange Agreement, the Class D Units of Clearway LLC are exchangeable at any time for shares of Class C common stock of the Issuer ("Class C Common Stock") on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class D Units for shares of Class C Common Stock pursuant to the Exchange Agreement, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled.