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

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
10 Apr 2024, 20:46:36 UTC
Prior SEC filing
26 Oct 2022
Next SEC filing
26 Oct 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ J. Russell Porter

Key filing fact

J. Russell Porter filed Form 4 for Verde Clean Fuels, Inc. (VGAS) on 10 Apr 2024.

Key facts

  • This page summarizes J. Russell Porter's Form 4 filing for Verde Clean Fuels, Inc. (VGAS).
  • 4 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 10 Apr 2024, 20:46.

Change

  • Previous filing in this sequence was filed on 26 Oct 2022.
  • Current net transaction value: +$409,610.

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.

VGAS transaction

Class A Common Stock

Exercise of in-the-money or at-the-money derivative security

Transaction value
$409,610
Shares
+40,961
Change %
+1.3%
Price
$10.00
Shares after
3,275,336
Date
15 Feb 2024
Ownership
See footnote
Footnotes
F2
VGAS transaction

Class A Common Stock

Other

Transaction value
Shares
-40,961
Change %
-1.3%
Price
Shares after
3,234,375
Date
21 Mar 2024
Ownership
See footnote
Footnotes
F2, F3
VGAS transaction

Class A Common Stock

Other

Transaction value
Shares
+2,833
Change %
+14%
Price
Shares after
22,683
Date
21 Mar 2024
Ownership
Direct
Footnotes
F3

Reported derivative securities

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

VGAS transaction Derivative

Put Option (obligation to buy)

Exercise of in-the-money or at-the-money derivative security

Transaction value
$0
Shares
-1
Change %
-100%
Price
$0.000000*
Shares after
0
Date
15 Feb 2024
Ownership
See footnote
Underlying class
Class A Common Stock
Underlying amount
40,961
Exercise price
$10.00
Footnotes
F1, F2
VGAS holding Derivative

Private Placement Warrants

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
254,594
Date
15 Feb 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
254,594
Exercise price
$11.50
Footnotes
F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

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