TotalEnergies SE - 31 Mar 2023 Form 4 Insider Report for Clearway Energy, Inc. (CWEN)

Signature
TOTALENERGIES SE By: /s/ Marine Delaitre Name: Marine Delaitre Title: Authorized Signatory
Issuer symbol
CWEN
Transactions as of
31 Mar 2023
Net transactions value
-$1,502,149
Form type
4
Filing time
04 Apr 2023, 17:02:02 UTC
Previous filing
31 Mar 2023
Next filing
17 May 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CWEN Class C Common Stock Purchase $2,242,350 +71,980 +72% $31.15 172,601 31 Mar 2023 See footnotes F1, F2, F3
transaction CWEN Class C Common Stock Other $2,023,072 +64,573 +37% $31.33 237,174 01 Apr 2023 See footnotes F2, F3, F4
transaction CWEN Class C Common Stock Other $5,767,571 -184,091 -78% $31.33 53,083 01 Apr 2023 See footnotes F2, F3, F5
transaction CWEN Class C Common Stock Other +3,875 +7.3% 56,958 03 Apr 2023 See footnotes F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These units were purchased by Clearway Energy Group LLC ("Clearway Energy Group") in multiple transactions at prices ranging from $30.96 to $31.40. The Reporting Persons undertake to provide Clearway Energy, Inc., any security holder of Clearway Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of units purchased at each separate price within the ranges set forth in this footnote. The Reporting Persons have agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.
F2 The securities reported herein are held directly by Clearway Energy Group, a wholly owned subsidiary of GIP III Zephyr Acquisition Partners, L.P. ("GIP"). TotalEnergies Renewables USA, LLC holds 50% of the equity interests in Zephyr Holdings GP, LLC, which is the general partner of GIP. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC. TotalEnergies Gestion USA SARL, which is a direct wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. As a result, each of the foregoing entities may be deemed to beneficially own the securities reported herein.
F3 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.
F4 Reflects the withholding of shares to satisfy tax withholding obligations in connection with the vesting of restricted stock of the Issuer previously granted by Clearway Energy Group under its Long Term Equity Incentive Program to certain of its employees. The Reporting Persons have agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.
F5 Reflects grant of shares of restricted stock of the Issuer granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees. The Reporting Persons have agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer.
F6 Reflects the forfeiture of shares of restricted stock of the Issuer previously granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees.