TotalEnergies SE - Jun 26, 2024 Form 4 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: Jun 26, 2024
Transactions value $: -$9,258,750
Form type: 4
Date filed: 6/28/2024, 08:48 PM
Previous filing: Jun 21, 2024
Next filing: Jul 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CWEN	Class C Common Stock	Conversion of derivative security		+375K	+623.42%		435K	Jun 26, 2024	See footnotes	F1, F2, F3
transaction	CWEN	Class C Common Stock	Other	-$9.26M	-375K	-86.18%	$24.69	60.2K	Jun 28, 2024	See footnotes	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
transaction	CWEN	Class D Units of Clearway Energy LLC	Conversion of derivative security	$0	-375K	-0.89%	$0.00	42M	Jun 26, 2024	Class C Common Stock	375K		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	Pursuant to an Amended and Restated Exchange Agreement, dated as of May 14, 2015, among the Issuer, Clearway Energy LLC, and other parties thereto (the "Exchange Agreement"), the Class D Units of Clearway Energy LLC are exchangeable at any time for shares of 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.
F2	The securities reported herein are held directly by Clearway Energy Group, LLC ("Clearway Energy Group"). GIP III Zephyr Acquisition Partners, L.P. ("Zephyr") is the sole member of Clearway Energy Group. Zephyr Holdings GP, LLC ("Zephyr GP") is the general partner of Zephyr.
F3	TotalEnergies Renewables USA, LLC holds 50% of the equity interests in Zephyr GP. 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. Each of the foregoing entities is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization".
F4	Reflects the 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.