Net Power Inc.

04/04/2025 | Press release | Distributed by Public on 04/04/2025 19:58

Statement of Changes in Beneficial Ownership (Form 4)

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
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
PATEL AKASH S.
2. Issuer Name and Ticker or Trading Symbol
NET Power Inc. [NPWR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
320 RONEY STREET, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2025
(Street)
DURHAM, NC 27701
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
Restricted Stock Units 04/02/2025 A 117,757(1) A $ 0 457,790 D
Class A Common Stock 04/03/2025 S 7,359(2) D $2.2925(3) 0 D
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
Performance Stock Units (4) 04/02/2025 A 117,757 (4) (4) Class A Common Stock 117,757 $ 0 151,208 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PATEL AKASH S.
320 RONEY STREET
SUITE 200
DURHAM, NC 27701
Chief Financial Officer

Signatures

/s/ James Mahon, attorney-in-fact 04/04/2025
**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) Restricted stock units that vest in three equal installments on each anniversary of April 2, 2025, subject to continued employment.
(2) The Reporting Person was issued 7,359 net shares of Class A Common Stock upon the vesting of 11,151 restricted stock units on April 2, 2025. The sale of such shares was effected pursuant to a Rule 10b5-1 trading plan.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $2.25 to $2.39, inclusive. The reporting person undertakes to provide to 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 sold at each separate price within the range set forth above.
(4) The Reporting Person will receive a number of shares of Class A common stock equal to 50% of the number of PSUs upon attainment of a 10% compound annual growth rate ("CAGR") of the 30-day volume weighted average price ("VWAP") of a share of Class A common stock on April 2, 2028 as compared to the VWAP of a share of Class A common stock on April 2, 2025. The Reporting Person will receive a number of shares of Class A common stock equal to 100% of the number of PSUs upon attainment of a 12% CAGR of the VWAP of a share of Class A common stock on April 2, 2028 as compared to the VWAP of a share of Class A common stock on April 2, 2025. The Reporting Person will receive a number of shares of Class A common stock equal to 200% of the number of PSUs upon attainment of a 15% CAGR of the VWAP of a share of Class A common stock on April 2, 2028 as compared to the VWAP of a share of Class A common stock on April 2, 2025.
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.