10/16/2025 | Press release | Distributed by Public on 10/16/2025 19:01
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 | ||||||||
Class A Units of NET Power Operations LLC | (1) | 10/14/2025 | C | 4,000,000 | (1) | (1) | Class A Common Stock | 4,000,000 | (1) | 22,729,880 | I | By: NPEH, LLC(3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
8 Rivers Capital, LLC 406 BLACKWELL STREET, 4TH FLOOR DURHAM, NC 27701 |
X | |||
BEAUCHAMP DAMIAN R. 406 BLACKWELL STREET, 4TH FLOOR DURHAM, NC 27701 |
X | |||
Beauchamp Cynda 8 THE GREEN STE B DOVER, DE 19901 |
X |
By: /s/ Min Lee, General Counsel of 8 Rivers Capital, LLC | 10/16/2025 | |
**Signature of Reporting Person | Date | |
By: /s/ Damian R. Beauchamp | 10/16/2025 | |
**Signature of Reporting Person | Date | |
By: /s/ Cynda Beauchamp | 10/16/2025 | |
**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 Class A Units of NET Power Operations LLC are exchangeable into shares of the Issuer's Class A Common Stock or, at the Issuer's election, cash, on a one-for-one basis and have no expiration date. On October 14, 2025, NPEH, LLC ("NPEH") exchanged 4,000,000 Class A Units of NET Power Operations LLC for 4,000,000 shares of the Issuer's Class A Common Stock. |
(2) | For each Class A Unit of Net Power Operations LLC, NPEH owns a corresponding share of Class B Common Stock of the Issuer. Upon the exchange of 4,000,000 Class A Units of Net Power Operations LLC, an equal number of shares of Class B Common Stock of the Issuer held by NPEH, which have no economic value, were cancelled. |
(3) | The price reported reflects the weighted average sales price. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $4.67 to $4.93. NPEH will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(4) | The price reported reflects the weighted average sales price. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $4.85 to $4.925. NPEH will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(5) | The price reported reflects the weighted average sales price. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $4.50 to $4.83. NPEH will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(6) | As manager and holder of approximately 91.4% of the outstanding equity in NPEH, 8 Rivers Capital, LLC ("8 Rivers") may be deemed to be a beneficial owner of the securities directly owned by NPEH. 8 Rivers disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that 8 Rivers is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
(7) | Damian Beauchamp ("Mr. Beauchamp") and Cynda Beauchamp ("Mrs. Beauchamp") are married and each independently indirectly owns approximately 34.2% of 8 Rivers. Accordingly, each may be deemed the indirect beneficial owner of the securities owned by NPEH to the extent of his or her pecuniary interest therein. Mr. and Mrs. Beauchamp disclaim beneficial ownership of these securities except to the extent of his or her pecuniary interest therein. |