Stonepeak Rocket Holdings II LP - Oct 15, 2024 Form 4 Insider Report for Nuvve Holding Corp. (NVVE)

Role
10%+ Owner
Signature
See Exhibit 99.1
Stock symbol
NVVE
Transactions as of
Oct 15, 2024
Transactions value $
$0
Form type
4
Date filed
10/17/2024, 09:54 PM
Previous filing
Aug 16, 2021

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 NVVE Series B Warrants Other -2M -100% 0 Oct 15, 2024 Common Stock 2M $10.00 Direct F1, F2, F3, F4, F5, F6
transaction NVVE Series C Warrants Other -1M -100% 0 Oct 15, 2024 Common Stock 1M $15.00 Direct F1, F2, F3, F4, F5, F6
transaction NVVE Series D Warrants Other -1M -100% 0 Oct 15, 2024 Common Stock 1M $20.00 Direct F1, F2, F3, F4, F5, F6
transaction NVVE Series E Warrants Other -1M -100% 0 Oct 15, 2024 Common Stock 1M $30.00 Direct F1, F2, F3, F4, F5, F6
transaction NVVE Series F Warrants Other -1M -100% 0 Oct 15, 2024 Common Stock 1M $40.00 Direct F1, F2, F3, F4, F5, F6
transaction NVVE Options Other -5M -100% 0 Oct 15, 2024 Common Stock 5M $50.00 Direct F1, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Stonepeak Rocket Holdings II LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On October 15, 2024, the Issuer, Stonepeak Rocket Holdings II LP, a Delaware limited partnership ("Stonepeak"), Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve") and Levo Mobility LLC, a Delaware limited liability company ("Levo"), entered into that certain Limited Liability Company Interest Sale Agreement pursuant to which, among other things, each Reporting Person irrevocably terminated any and all rights with respect to the securities that are the subject of this Form 4 for nominal consideration (the "Termination").
F2 Prior to the Termination, the warrants were exercisable as described in the Reporting Person's Form 3, dated August 15, 2021.
F3 The securities that are the subject of this Form 4 comprise of (i) Series B warrants to purchase 2,000,000 shares of Common Stock, in the aggregate, (ii) Series C warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iii) Series D warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iv) Series E warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (v) Series F warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, and (vi) the option to purchase up to an aggregate of $250 million in shares of Common Stock as a purchase price of $50.00 per share.
F4 Prior to the Termination, the securities that are the subject of this Form 4 were directly beneficially owned 90% by Stonepeak and 10% by Evolve. Stonepeak Associates IV LLC is the general partner of Stonepeak Rocket Holdings II LP. Stonepeak GP Investors IV LLC is the sole member of Stonepeak Associates IV LLC. Stonepeak GP Investors Holdings LP is the managing member of Stonepeak GP Investors IV LLC. Stonepeak GP Investors Upper Holdings LP is the general partner of Stonepeak GP Investors Holdings LP. Stonepeak GP Investors Holdings Manager LLC is the general partner of Stonepeak GP Investors Upper Holdings LP. Mr. Dorrell serves as the sole member of Stonepeak GP Investors Holdings Manager LLC.
F5 Affiliates of Stonepeak own 100% of the issued and outstanding equity interests in SP Holdings, LLC, which is the sole member of Evolve's general partner. Evolve's general partner owns 100% of the common units of Evolve.
F6 Each Reporting Person disclaims beneficial ownership of the securities set forth herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.

Remarks:

Exhibit 99.1: Additional Signatures