Brandon Heffinger - Jun 8, 2023 Form 4 Insider Report for NET Power Inc. (NPWR)

Role: Chief Commercial Officer
Signature: /s/ Abbey MacDonald, Attorney-in-Fact
Stock symbol: NPWR
Transactions as of: Jun 8, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/12/2023, 07:42 PM
Next filing: Aug 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NPWR	Class B Common Stock	Award		+515K			515K	Jun 8, 2023	Direct	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
transaction	NPWR	Class A Units of NET Power Operations LLC	Award		+515K			515K	Jun 8, 2023	Class A common stock	515K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On June 8, 2023, as a result of the consummation of the transactions (the "Business Combination") contemplated by that certain Business Combination Agreement, dated December 13, 2022 and subsequently amended on April 23, 2023, by and among the issuer, NET Power Operations LLC (f/k/a Rice Acquisition Holdings II LLC) ("Opco"), Topo Buyer Co, LLC, Topo Merger Sub, LLC and NET Power, LLC ("Old NET Power"), in exchange for the equity interests of Old NET Power, which were cancelled, Mr. Heffinger received Class A units of Opco (the "Opco Units") and a corresponding number of shares of the issuer's Class B common stock (which together are exchangeable into shares of the issuer's Class A Common Stock on a one-for-one basis).
F2	The Opco Units (together with the corresponding shares of the issuer's Class B common stock) are exchangeable into cash or shares of the issuer's Class A common stock, at the issuer's election, on a one-for-one basis and have no expiration date.

Content

On June 8, 2023, as a result of the consummation of the transactions (the "Business Combination") contemplated by that certain Business Combination Agreement, dated December 13, 2022 and subsequently amended on April 23, 2023, by and among the issuer, NET Power Operations LLC (f/k/a Rice Acquisition Holdings II LLC) ("Opco"), Topo Buyer Co, LLC, Topo Merger Sub, LLC and NET Power, LLC ("Old NET Power"), in exchange for the equity interests of Old NET Power, which were cancelled, Mr. Heffinger received Class A units of Opco (the "Opco Units") and a corresponding number of shares of the issuer's Class B common stock (which together are exchangeable into shares of the issuer's Class A Common Stock on a one-for-one basis).

The Opco Units (together with the corresponding shares of the issuer's Class B common stock) are exchangeable into cash or shares of the issuer's Class A common stock, at the issuer's election, on a one-for-one basis and have no expiration date.