06/15/2026 | Press release | Distributed by Public on 06/15/2026 17:57
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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) | ||
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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 B Units | (8) | 06/11/2026 | S(6) | 6,041,206 | (8) | (8) | Class A Common Stock | 6,041,206 | (6) | 83,355,210 | I | See Footnotes(3)(4)(5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Energy Impact Partners LLC 600 THIRD AVENUE, 38TH FLOOR NEW YORK, NY 10016 |
X | |||
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EIP Flagship Fund I ER Holdings LLC 600 THIRD AVENUE, 38TH FLOOR NEW YORK, NY 10016 |
X | |||
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EIF ER Holdings LLC 600 THIRD AVENUE, 38TH FLOOR NEW YORK, NY 10016 |
X | |||
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Energy Impact Fund (FT-B) LP 600 THIRD AVENUE, 38TH FLOOR NEW YORK, NY 10016 |
X | |||
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Energy Impact Fund (FT-D) LP 600 THIRD AVENUE, 38TH FLOOR NEW YORK, NY 10016 |
X | |||
| /s/ Energy Impact Partners LLC, Daniel Reichert as attorney-in-fact | 06/15/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ EIP Flagship Fund I ER Holdings LLC, Daniel Reichert as attorney-in-fact | 06/15/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ EIF ER Holdings LLC, Daniel Reichert as attorney-in-fact | 06/15/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Energy Impact Fund (FT-B) LP, Daniel Reichert as attorney-in-fact | 06/15/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Energy Impact Fund (FT-D) LP, Daniel Reichert as attorney-in-fact | 06/15/2026 | |
| **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) | These securities are directly held by Energy Impact Fund (FT-B) LP ("FT-B"). |
| (2) | In connection with the Issuer's initial public offering of Class A common stock (the "Offering"), EIF ER Blocker LLC ("EIF ER Blocker") merged with and into the Issuer pursuant to the Blocker Mergers (as defined in the Issuer's prospectus filed with Securities and Exchange Commission on June 10, 2026 (the "Prospectus")). As a result of the merger, 20,751,551 Class A Units held by EIF ER Blocker were cancelled, and, as consideration pursuant to the Blocker Mergers, FT-B received 19,350,897 shares of Class A common stock of the Issuer and approximately $27.8 million in cash from the net proceeds from the closing of the Offering. |
| (3) | These securities are directly held by EIP Flagship Fund I ER Holdings LLC ("Flagship"). |
| (4) | Each of EIF ER Holdings LLC ("EIF ER Holdings", as the sole owner of Flagship), Energy Impact Fund (FT-D) LP ("FT-D", as owner of EIF ER Holdings), Energy Impact Partners LLC ("EIP LLC", as the managing member of EIF ER Holdings and the general partner of FT-D) and Hans Kobler, a nominee to the Issuer's Board of Directors ("Board") (as the managing member of EIP LLC), may also be deemed to be the beneficial owners having shared voting power and shared investment power of the securities held by Flagship. Each of FT-B, EIP LLC (as the general partner of FT-B) and Mr. Kobler (as the managing member of EIP LLC) may also be deemed to be the beneficial owners having shared voting power and shared investment power of the securities held by FT-B. Voting and investment decisions with respect to the securities described in this Form 4 are made by the investment committee of EIP LLC, which is comprised of seven individuals, |
| (5) | (Continued from footnote 4) including Mr. Kobler, Lindsay Luger and Sameer Reddy, each of whom is a nominee to the Issuer's Board. Each member of this investment committee disclaims beneficial ownership of all securities described by this Form 4 except to the extent of his or her pecuniary interest therein. |
| (6) | The Issuer used approximately $119.9 million of the net proceeds from the closing of the Offering to purchase 6,041,206 Class B Units from Flagship. An equal number of shares of the Issuer's Class B common stock were cancelled in connection with the repurchase of the Class B Units. |
| (7) | Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value and have one vote per share. One share of Class B Common Stock is issued for each Class B Unit ("Class B Units") of Enchanted Rock Holdings, LLC ("ER Holdings") held. Upon an exchange of Class B Units for shares of the Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled. |
| (8) | The Class B Units are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A Common Stock. |