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

Role: Fmr Director, President & CFO, 10%+ Owner
Signature: /s/ Michael J. Mayell
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.

Michael J. Mayell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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.

Content

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.

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. As of the date of filing this amendment, the Reporting Person is no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended.