03/04/2026 | Press release | Distributed by Public on 03/04/2026 17:53
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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LS Power Equity Advisors, LLC 250 W 55TH STREET, 31ST FLOOR NEW YORK, NY 10019 |
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| /s/ Jeffrey Wade, Attorney-in-Fact for David Nanus | 03/04/2026 | |
| **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 shares were sold by Lightning Power Holdings, LLC, Thunder Generation LLC, and CCS Power Holdings, LLC (the Selling Stockholders) pursuant to an underwriting agreement dated March 2. 2026, among the Selling Stockholders, the Issuer, Barclays Capital Inc. and Citibank Global Markets Inc., at a price per share of $164, before underwriting discounts and commissions (the Secondary Offering). The Secondary Offering closed on March 4, 2026. |
| (2) | Also on March 4, 2026, the Selling Stockholders sold shares of the Issuer's Common Stock at a price of $164 to the Issuer pursuant to a Stock Repurchase Agreement dated as of February 27, 2026. |
| (3) | 3,782,093, 799,282, and 239,356 shares are held directly by Lightning Power Holdings, LLC, Thunder Generation LLC, and CCS Power Holdings, LLC, respectively. The reporting person is the investment advisor to the LS Power entities who may be deemed to beneficially own the securities held by the Selling Stockholders is LS Power Equity Advisors, LLC (LSP Advisors). |
| (4) | The reporting person, through its position, relationship and/or affiliation with the LS Power entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power entities. As such, the reporting person may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power entities. |
| (5) | The Issuer and the Selling Stockholders are parties to an Amended and Restated Voting Trust Agreement with Wilmington Savings Fund Society, FSB (the Trustee), pursuant to which the Selling Stockholders deposited 3,300,000 shares of Common Stock in the Project Hurricane Consideration Voting Trust 2026 (the Trust) and granted to the Trustee, subject to certain exceptions, voting rights with respect to such shares. |