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

* 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 (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.