SPRING CREEK CAPITAL LLC - 02 May 2022 Form 4 Insider Report for Eos Energy Enterprises, Inc. (EOSE)

Reporting relationship: 10%+ Owner
Issuer ticker: EOSE
Reported as of: 02 May 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 03 May 2022, 16:17:45 UTC
Prior SEC filing: 18 Apr 2022
Next SEC filing: 19 Jan 2023
Source filing: View source filing
Reporting owner signature: Spring Creek Capital, LLC /s/ Raffaele G. Fazio, Vice President and Secretary

Key filing fact

SPRING CREEK CAPITAL LLC filed Form 4 for Eos Energy Enterprises, Inc. (EOSE) on 03 May 2022.

Key facts

This page summarizes SPRING CREEK CAPITAL LLC's Form 4 filing for Eos Energy Enterprises, Inc. (EOSE).
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 03 May 2022, 16:17.

Change

Previous filing in this sequence was filed on 18 Apr 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

EOSE transaction

Common Stock

Other

Transaction value: $0
Shares: -2,538,261
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 02 May 2022
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

EOSE transaction Derivative

5%/6% Convertible Senior PIK Toggle Notes Due 2021

Other

Transaction value: $0
Shares: -102,900,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 02 May 2022
Ownership: Direct
Underlying class: Notes
Underlying amount: 5,145,000
Exercise price: $20.00
Footnotes: F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

SPRING CREEK CAPITAL LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote F1

On May 2, 2022, Spring Creek Capital, LLC ("Spring Creek") transferred 2,538,261 shares of common stock of Eos Energy Enterprises, Inc. (the "Issuer") to Wood River Capital, LLC ("Wood River"). Each of Spring Creek and Wood River are indirectly beneficially owned by Koch Industries, Inc. No consideration was paid by Wood River to Spring Creek in connection with this transfer.

Footnote F2

On July 6, 2021, Spring Creek Capital, LLC ("Spring Creek") entered into an investment agreement (the "Investment Agreement") with the Issuer relating to the issuance and sale of $100,000,000 in aggregate principal amount of the Issuer's 5%/6% Convertible Senior PIK Toggle Notes due 2026 (the "Notes"). The Notes were issued to Spring Creek on July 7, 2021. The Investment Agreement contemplated an ability to issue the Notes under an indenture to facilitate transferability. As permitted by the Investment Agreement, the Issuer reissued the Notes in an aggregate principal amount of $102,900,000, including $2,900,000 principal amount of the Notes representing interest previously paid in kind, pursuant to an indenture with Wilmington Trust, National Association, as trustee, dated as of April 7, 2022.

Footnote F3

On May 2, 2022, Spring Creek transferred the Notes and 2,538,261 Public Shares to Wood River. No consideration was paid by Wood River to Spring Creek in connection with these transfers. The Notes are convertible into shares of the Issuer's common stock at the holder's option at any time until the business day prior to the maturity date, based on an initial conversion rate of 49.9910 shares per $1,000 principal amount of the Notes, subject to customary anti-dilution and other adjustments.