TotalEnergies SE - Apr 1, 2023 Form 4/A - Amendment Insider Report for Clearway Energy, Inc. (CWEN)

Role
Director, 10%+ Owner
Signature
TOTALENERGIES SE By: /s/ Marine Delaitre Name: Marine Delaitre Title: Authorized Signatory
Stock symbol
CWEN
Transactions as of
Apr 1, 2023
Transactions value $
-$5,677,560
Form type
4/A - Amendment
Date filed
5/17/2023, 04:31 PM
Date Of Original Report
Apr 3, 2023
Previous filing
Apr 4, 2023
Next filing
Apr 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CWEN Class C Common Stock Other -$5.68M -181K -76.41% $31.33 56K Apr 1, 2023 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects grant of shares of restricted stock of the Issuer granted by Clearway Energy Group LLC ("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.
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.

Remarks:

This Form 4/A amends the original Form 4 filed by the Reporting Persons on April 4, 2023 (as amended by an amendment filed on April 25, 2023, "Original Form 4"). This amendment restates the number of shares of restricted stock granted on April 1, 2023 to reflect a grant that was declined by one or more of the Clearway Energy Group employees and never issued, and the resulting balances of securities beneficially owned following the transactions reported herein. This amendment is also deemed to adjust the reported balances in the Forms 4 filed by the Reporting Persons after the filing of the Original Form 4 through May 16, 2023.