J. Russell Porter - Feb 15, 2023 Form 4/A Insider Report for Verde Clean Fuels, Inc. (VGAS)

Role
Fmr Director and CEO, 10%+ Owner
Signature
/s/ J. Russell Porter
Stock symbol
VGAS
Transactions as of
Feb 15, 2023
Transactions value $
$0
Form type
4/A
Date filed
4/10/2024, 08:43 PM
Date Of Original Report
Feb 15, 2023
Previous filing
Oct 26, 2022
Next filing
Oct 26, 2023

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 VGAS Put Option (obligation to buy) Sale +1 1 Feb 15, 2023 Class A Common Stock 41K $10.00 See footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 15, 2023, the Issuer issued a non-interest bearing promissory note to CENAQ Sponsor LLC (the "Sponsor") in the principal amount of $409,612 (the "Note"). The Note may be prepaid at any time and was due and payable on or before February 15, 2024 at the Issuer's election in cash or shares of Class A common stock, par value $0.0001 per share, at a conversion price of $10.00 per share.
F2 The Sponsor is the record holder of the securities reported herein. J. Russell Porter is the sole member, and at the time of the issuance of the Note, John B. Connally III and Michael J. Mayell were members, of the board of managers of the Sponsor. Each of Messrs. Connally, Porter and Mayell may be deemed to have had or may have shared beneficial ownership of the securities held directly by the Sponsor. Each such person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person was the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

This Form 4 is being amended solely to reflect the issuance of the Note and to uncheck the box indicating that the Reporting Person is no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which was inadvertently checked when the original Form 4 was filed on February 15, 2023. As of the date of filing this amendment, the Reporting Person remains subject to Section 16 of the Exchange Act.