BLUESCAPE CLEAN FUELS HOLDINGS, LLC - 15 Feb 2023 Form 3 Insider Report for Verde Clean Fuels, Inc. (VGAS)

Role
10%+ Owner
Signature
BLUESCAPE CLEAN FUELS HOLDINGS, LLC, By: Bluescape Energy Recapitalization and Restructuring Fund IV LP, its manager, By: Bluescape Energy Partners LLC, its general partner, By: /s/ C. John Wilder, Authorized Signatory
Issuer symbol
VGAS
Transactions as of
15 Feb 2023
Net transactions value
$0
Form type
3
Filing time
17 Feb 2023, 19:30:10 UTC
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VGAS Class A Common Stock 800,000 15 Feb 2023 See note 1. F1
holding VGAS Class C Common Stock 22,500,000 15 Feb 2023 See note 1. F1

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
holding VGAS Class C Units 15 Feb 2023 Class A Common Stock 22,500,000 See note 1. F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares are owned directly by Bluescape Clean Fuels Holdings, LLC ("Holdings"). Holdings is a 100% owned subsidiary (portfolio company) of Bluescape Energy Recapitalization and Restructuring Fund IV LP ("BERR"). Bluescape Energy Partners LLC ("Bluescape Partners") is the general partner of BERR. Mr. C. John Wilder is the manager of Bluescape Partners. Mr. Wilder disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F2 "Class C Units" means ownership interests in Verde Clean Fuels OpCo, LLC ("Verde LLC"). The Issuer is the sole managing member of Verde LLC.
F3 The limited liability company agreement of Verde LLC provides certain holders of Class C Units with certain rights to cause Verde LLC to acquire all or a portion of the Class C Units (the "Redemption Right") for, at Verde LLC's election, (a) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Class C Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (b) an equivalent amount of cash. The Class C Units and the right to exercise the Redemption Right have no expiration date.

Remarks:

This joint Form 3 is filed on behalf of Holdings, BERR and Bluescape Partners (collectively, the "Reporting Persons"). The address of each of the Reporting Persons is 300 Crescent Court, Suite 1860, Dallas, TX 75201.