Spencer Mash - 31 Dec 2022 Form 5 Insider Report for Greenbacker Renewable Energy Co LLC

Role: Chief Financial Officer
Signature: /s/ Spencer Mash
Issuer symbol: N/A
Transactions as of: 31 Dec 2022
Net transactions value: +$120,692
Form type: 5
Filing time: 14 Feb 2023, 19:30:00 UTC
Next filing: 24 Aug 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction		Class P-I Common Shares	Award	$120,692	+13,713	+1.2%	$8.80^*	1,132,084	15 Dec 2022	Direct	F2
holding		Class P-I Common Shares						1,118,370	31 Dec 2022	Direct	F1
holding		Class E-O Common Shares						460,799	31 Dec 2022	Direct	F3

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

Explanation of Responses:

Id	Content
F1	The Reporting Person was appointed Chief Financial Officer, and therefore became a Reporting Person, of Greenbacker Renewable Energy Company LLC (the "Company") on August 1, 2022. Reflects shares of Class P-I Common shares distributed to the Reporting Person on May 19, 2022 in his capacity as a member of Greenbacker Group LLC ("Group LLC") in connection with the management acquisition (the "Acquisition") by the Company of Group LLC, including 11,086.474 shares of the Company owned by the Reporting Person prior to the Acquisition.
F2	Reflects shares of Class P-I Common shares distributed to the Reporting Person on December 15, 2022 in its capacity as a member of Group LLC in connection with holdback arrangements related to the Acquisition by the Company of Group LLC.
F3	Reflects shares of Class EO Common Shares ("Earnout Shares") issued to the Reporting Person on May 19, 2022 in his capacity as a member of Group LLC in connection with the Acquisition. The Earnout Shares initially do not have the right to participate in any distributions payable by the Company. Upon the achievement of separate bench-mark quarter-end-run-rate revenue targets, or upon the occurrence of certain liquidity events, however, these Earnout Shares can become "Participating Earnout Shares" and become entitled to priority allocation of profits and increases in value from the Company and will have equivalent economic and voting rights as Class P-I Common Shares, as further described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2022.