Japan NuScale Innovation, LLC - Nov 3, 2022 Form 3 Insider Report for NUSCALE POWER Corp (SMR)

Role: 10%+ Owner
Signature: JAPAN NUSCALE INNOVATION, LLC /s/ Yasuharu Kimura Name: Yasuharu Kimura Title: Chairperson of the Board
Stock symbol: SMR
Transactions as of: Nov 3, 2022
Transactions value $: $0
Form type: 3
Date filed: 11/10/2022, 09:55 AM

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	SMR	Paired Interests							Nov 3, 2022	Class A Common Stock	19.3M		Direct	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	This statement is being filed jointly by Japan NuScale Innovation, LLC ("JNI"), Japan Bank for International Cooperation ("JBIC"), JGC Holdings Corporation ("JGC"), JGC America, Inc. ("JGC America"), a wholly owned subsidiary of JGC, IHI Corporation ("IHI"), and IHI Americas Inc. ("IHI America"), a wholly owned subsidiary of IHI, as a group beneficially owning more than 10% of Class A Common Stock, by virtue of certain voting arrangements with Fluor Enterprises, Inc. ("Fluor").
F2	The term "Paired Interests" is used herein to refer to the economic, non-voting Class B Units of NuScale Power, LLC ("Class B Units") and an equal number of paired shares of non-economic, voting Class B Common Stock of the Issuer ("Class B Common Stock"). Pursuant to and subject to the applicable terms and conditions of the limited liability company agreement of NuScale Power, LLC and the certificate of incorporation of the Issuer (each as amended from time to time): (a) the holder of Class B Units has the right, and in certain circumstances the obligation, to exchange a Class B Unit on a one-for-one basis (subject to adjustment from time to time) for, at the option of the Issuer, (i) a share of Class A Common Stock of the Issuer or (ii) an equivalent value of cash in limited circumstances; and (b) upon such an exchange, the Issuer will cancel and retire, for no consideration, the paired share of Class B Common Stock.
F3	The securities are held of record by JNI. JBIC, JGC America, and IHI America are members of JNI. JBIC, JGC (through JGC America), JGC America, IHI (through IHI America), and IHI America may be deemed to have shared voting and investment power with respect to the shares held by JNI. Each of these reporting persons other than JNI disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

This Form 3 is being filed due to JNI and JBIC being deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with Fluor by virtue of that certain letter agreement regarding Board and Management Rights, dated April 4, 2022 (the "Voting Agreement"), which such "group" beneficially owns Paired Interests that can be exchanged, in the aggregate, for more than 10% of the outstanding shares of Class A Common Stock. For purposes of Section 16 of the Securities Exchange Act of 1934, the Voting Agreement does not confer any pecuniary interest in the Paired Interests of Fluor to JNI or JBIC, and therefore this Form 3 does not report such Paired Interests of Fluor.