06/10/2025 | Press release | Distributed by Public on 06/10/2025 14:41
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ECP ControlCo, LLC 40 BEECHWOOD ROAD SUMMIT,, NJ 07901 |
X | |||
Energy Capital Partners IV, LLC 40 BEECHWOOD ROAD SUMMIT,, NJ 07901 |
X | |||
Energy Capital Partners GP IV, LP 40 BEECHWOOD ROAD SUMMIT,, NJ 07901 |
X | |||
ENERGY CAPITAL PARTNERS IV-A, LP 40 BEECHWOOD ROAD SUMMIT,, NJ 07901 |
X | |||
ENERGY CAPITAL PARTNERS IV-B, LP 40 BEECHWOOD ROAD SUMMIT,, NJ 07901 |
X | |||
ENERGY CAPITAL PARTNERS IV-C, LP 40 BEECHWOOD ROAD SUMMIT,, NJ 07901 |
X | |||
ENERGY CAPITAL PARTNERS IV-D, LP 40 BEECHWOOD ROAD SUMMIT,, NJ 07901 |
X | |||
Energy Capital Partners IV-B (Hill City IP), LP 40 BEECHWOOD ROAD SUMMIT,, NJ 07901 |
X |
ECP ControlCo, LLC, By: /s/ Jennifer Gray, General Counsel | 06/10/2025 | |
**Signature of Reporting Person | Date | |
Energy Capital Partners IV, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray, General Counsel | 06/10/2025 | |
**Signature of Reporting Person | Date | |
Energy Capital Partners GP IV, LP, By: Energy Capital Partners IV, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray, General Counsel | 06/10/2025 | |
**Signature of Reporting Person | Date | |
Energy Capital Partners IV-A, LP, By Energy Capital Partners GP IV, LP, its general partner, By Energy Capital Partners IV, LLC, its general partner, By ECP ControlCo, LLC, its managing member, By /s/ Jennifer Gray, General Counsel | 06/10/2025 | |
**Signature of Reporting Person | Date | |
Energy Capital Partners IV-B, LP, By Energy Capital Partners GP IV, LP, its general partner, By Energy Capital Partners IV, LLC, its general partner, By ECP ControlCo, LLC, its managing member, By /s/ Jennifer Gray, General Counsel | 06/10/2025 | |
**Signature of Reporting Person | Date | |
Energy Capital Partners IV-C, LP, By Energy Capital Partners GP IV, LP, its general partner, By Energy Capital Partners IV, LLC, its general partner, By ECP ControlCo, LLC, its managing member, By /s/ Jennifer Gray, General Counsel | 06/10/2025 | |
**Signature of Reporting Person | Date | |
Energy Capital Partners IV-D, LP, By: Energy Capital Partners GP IV, LP, its GP, By: Energy Capital Partners IV, LLC, its GP, By: ECP ControlCo, LLC, its managing member, By: /s/ Jennifer Gray, General Counsel | 06/10/2025 | |
**Signature of Reporting Person | Date | |
Energy Capital Partners IV-B (Hill City IP), LP, By Energy Capital Partners IV-B, LP, By Energy Capital Partners GP IV, LP, By Energy Capital Partners IV, LLC, By ECP ControlCo, LLC, By /s/ Jennifer Gray, General Counsel | 06/10/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $13.24 to $13.50. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(2) | The securities are held of record by Hill City Holdings, LP ("Hill City"). ECP ControlCo, LLC is the managing member of Energy Capital Partners IV, LLC, which is the general partner of Energy Capital Partners GP IV, LP, which is the general partner of each of (i) Energy Capital Partners IV-A, LP, (ii) Energy Capital Partners IV-B, LP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP (the "Funds"). Energy Capital Partners GP IV, LP is also the general partner of Energy Capital Partners IV-B (Hill City IP), LP ("Hill City IP"). Each of (i) Energy Capital Partners IV-A, LP, (ii) Hill City IP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP are the members of Hill City Holdings GP, LLC, which is the general partner of Hill City. |
(3) | ECP ControlCo, LLC is controlled by its board of managers, which consists of Douglas Kimmelman, Peter Labbat, Tyler Reeder, Rahman D'Argenio, Raoul Hughes and Xavier Robert, all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo, LLC. As a result of these relationships, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities held of record by Hill City. Each such entity and individual disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein. |
(4) | The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $13.74 to $13.75. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
Remarks: Due to filing limitations of the electronic filing system, each of ECP Fiber Holdings GP, LLC, ECP Fiber Holdings, LP, Hill City Holdings GP, LLC and Hill City Holdings, LP are filing a separate Form 4. |