David Nanus - Dec 18, 2024 Form 4 Insider Report for EVgo Inc. (EVGO)

Role: Director
Signature: /s/ David Nanus by Francine Sullivan, as Attorney-in-Fact
Stock symbol: EVGO
Transactions as of: Dec 18, 2024
Transactions value $: -$115,000,000
Form type: 4
Date filed: 12/20/2024, 04:30 PM
Previous filing: May 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EVGO	Class A Common Stock	Conversion of derivative security		+23M	+391%		28.9M	Dec 18, 2024	See footnote	F1, F3, F4
transaction	EVGO	Class A Common Stock	Sale	-$115M	-23M	-79.63%	$5.00	5.88M	Dec 18, 2024	See footnote	F1, 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	EVGO	Class B Common Stock	Conversion of derivative security	$0	-23M	-11.75%	$0.00	173M	Dec 18, 2024	Class A Common Stock	23M		See footnote	F1, F3, F4
transaction	EVGO	EVgo OpCo LLC Units	Conversion of derivative security	$0	-23M	-11.75%	$0.00	173M	Dec 18, 2024	Class A Common Stock	23M		See footnote	F1, F3, F4

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

Explanation of Responses:

Id	Content
F1	The terms of the Amended and Restated Limited Liability Company Agreement of OpCo (as defined below) provide certain holders of units of OpCo ("OpCo LLC Units") with certain rights to cause OpCo to acquire all or a portion of the OpCo LLC Units, together with an equal number of shares of Class B Common Stock of the EVgo Inc. (the "Issuer") for shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed (the "Redemption Right"), subject to conversion rate and other settlement adjustments. The OpCo LLC Units, the shares of Class B Common Stock and the right to exercise the Redemption Right have no expiration date.
F2	The reported securities were sold in an underwritten public offering at the public offering price of $5.00 per share.
F3	The shares of Class B Common Stock of the Issuer and units of EVgo OpCo, LLC ("OpCo") are held directly by EVgo Holdings, LLC, a Delaware limited liability company ("EVgo Holdings"). EVgo Holdings is controlled by EVgo Member Holdings, LLC, a Delaware limited liability company ("EVgo Member"), and directly holds all reported securities except the 5,882,352 shares of Class A Common Stock of the Issuer, which are directly held by EVgo Member. The sole member of EVgo Member is LS Power Equity Partners IV, L.P., a Delaware limited partnership ("LSPEP IV"), which is managed by LS Power Equity Advisors, LLC, a Delaware limited liability company ("LSP Advisors" and together with EVgo Member and LSPEP IV, the "LS Power Entities").
F4	The reporting person, through his position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, the reporting person may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. The reporting person disclaims beneficial ownership of such shares.