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5E Advanced Materials Inc.

01/15/2025 | Press release | Distributed by Public on 01/15/2025 16:37

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BEP Special Situations IV LLC
2. Issuer Name and Ticker or Trading Symbol
5E Advanced Materials, Inc. [FEAM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 CRESCENT COURT,, SUITE 1860 		3. Date of Earliest Transaction (Month/Day/Year)
01/14/2025
(Street)
DALLAS, TX 75201 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Notes (1)(2) 01/14/2025 P 12,161,865(1)(2) (1)(2) (1)(2) Common Stock 12,161,865(1)(2) (1)(2) 53,109,194(1)(2) D(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BEP Special Situations IV LLC
300 CRESCENT COURT,
SUITE 1860
DALLAS, TX 75201 		X
Bluescape Energy Partners IV GP LLC
300 CRESCENT COURT, SUITE 1860
DALLAS, TX 75201 		X

Signatures

/s/ Jonathan Siegler, Managing Director and Chief Financial Officer, on behalf of BEP Special Situations IV LLC 01/15/2025
**Signature of Reporting Person Date
/s/ Jonathan Siegler, Managing Director and Chief Financial Officer, on behalf of Bluescape Resources GP Holdings LLC, managing member of Bluescape Energy Partners IV GP LLC 01/15/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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 reported securities represent $2,500,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 3424.9375 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").
(2) (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 12,161,865 and 40,947,329 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.
(3) Bluescape Energy Partners IV GP LLC ("Bluescape GP" and, together with Bluescape, the "Reporting Persons") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns Bluescape. As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.