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

Role
10%+ Owner
Signature
/s/ J. Russell Porter
Stock symbol
VGAS
Transactions as of
Feb 15, 2023
Transactions value $
$409,610
Form type
4
Date filed
4/10/2024, 08:46 PM
Previous filing
Oct 26, 2022
Next filing
Oct 26, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction VGAS Class A Common Stock Exercise of in-the-money or at-the-money derivative security $410K +41K +1.27% $10.00 3.28M Feb 15, 2024 See footnote F2
transaction VGAS Class A Common Stock Other -41K -1.25% 3.23M Mar 21, 2024 See footnote F2, F3
transaction VGAS Class A Common Stock Other +2.83K +14.27% 22.7K Mar 21, 2024 Direct F3

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) Exercise of in-the-money or at-the-money derivative security $0 -1 -100% $0.00 0 Feb 15, 2024 Class A Common Stock 41K $10.00 See footnote F1, F2
holding VGAS Private Placement Warrants 255K Feb 15, 2023 Class A Common Stock 255K $11.50 Direct F4

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 (the "Class A Common Stock"), at a conversion price of $10.00 per share. On February 15, 2024, the Issuer issued to the Sponsor 40,961 shares of Class A Common Stock upon the Issuer's election to repay the Note in shares of Class A Common Stock 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 of the board of managers of the Sponsor. Mr. Porter may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor and disclaims any such beneficial ownership of such securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
F3 On March 21, 2024, the Sponsor effectuated a pro rata distribution of 40,961 shares of Class A Common Stock previously held by the Sponsor to its members, of which 2,833 were transferred to the Reporting Person.
F4 The warrants became exercisable on March 17, 2023, 30 days after the completion of the business combination between the Issuer, Verde Clean Fuels OpCo, LLC, Bluescape Clean Fuels Holdings, LLC, Bluescape Clean Fuels Intermediate Holdings, LLC and the Sponsor on February 15, 2023 (the "Business Combination"). The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the prospectus for the Issuer's initial public offering.