09/29/2025 | Press release | Distributed by Public on 09/29/2025 15:40
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 | |
MSD CAPITAL, L.P. 550 MADISON AVENUE, 20TH FLOOR NEW YORK, NY 10022 |
X | |||
MSD Portfolio L.P. - Investments 550 MADISON AVENUE, 20TH FLOOR NEW YORK, NY 10022 |
X | |||
Noble Environmental Investments, LLC 550 MADISON AVENUE, 20TH FLOOR NEW YORK, NY 10022 |
X | |||
DELL MICHAEL S ONE DELL WAY ROUND ROCK, TX 78682 |
X |
MSD Capital, L.P., By: MSD Capital Management LLC, Its: General Partner, By: /s/ Marc R. Lisker, Name: Marc R. Lisker, Title: Manager 09/29/2025 | 09/29/2025 | |
**Signature of Reporting Person | Date | |
Noble Environmental Investments, LLC, By: /s/ Marc R. Lisker, Name: Marc R. Lisker, Title: Authorized Signatory | 09/29/2025 | |
**Signature of Reporting Person | Date | |
MSD Portfolio L.P. - Investments, By: MSD Capital, L.P., Its: General Partner, By: MSD Capital Management LLC, Its: General Partner, By: /s/ Marc R. Lisker, Name: Marc R. Lisker, Title: Manager | 09/29/2025 | |
**Signature of Reporting Person | Date | |
Michael S. Dell, By: /s/ Marc R. Lisker, Name: Marc R. Lisker, Title: Attorney-in-Fact | 09/29/2025 | |
**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) | Represents a purchase of securities from the issuer in the form of a capital call. Under the terms of a subscription agreement between the reporting persons and the issuer, the reporting persons are required to fund drawdowns to purchase shares of the issuer's common stock up to the amount of their capital commitment on an as-needed basis with a minimum ten business days' prior notice to the reporting persons. |
(2) | Noble Environmental Investments, LLC ("Noble Investments") is the record holder of these shares of the issuer's common stock. MSD Portfolio L.P. - Investments ("MSD Portfolio") indirectly owns Noble Investments through wholly-owned subsidiaries of MSD Portfolio, and MSD Portfolio may be deemed to beneficially own securities owned by Noble Investments. MSD Capital, L.P. ("MSD Capital") is the general partner of MSD Portfolio and may be deemed to beneficially own securities owned by MSD Portfolio. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. [Cont.] |
(3) | [Cont.] Michael S. Dell is the owner of MSD Portfolio and the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Portfolio and MSD Capital Management, respectively. Mr. Dell disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. |
(4) | Each of Noble Investments, MSD Portfolio, MSD Capital, MSD Capital Management and Mr. Dell declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or any other purpose, a member of a group with respect to the issuer or securities of the issuer. |