GIP III Amends Clearway Energy Stake Filing

TL;DR

GIP III updated its Clearway Energy stake filing on 6/28. Watch this space.

AI Summary

Global Infrastructure Partners III, LLC, through its subsidiaries, has amended its Schedule 13D filing regarding Clearway Energy, Inc. The filing, dated June 28, 2024, indicates a change in beneficial ownership. The group members involved include Clearway Energy Group LLC and various GIP III entities.

Why It Matters

This filing update from a significant investor like Global Infrastructure Partners III, LLC signals potential shifts in ownership or strategy for Clearway Energy, Inc., which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, which can introduce volatility.

Key Players & Entities

• Global Infrastructure Partners III, LLC (company) — Filing entity
• Clearway Energy, Inc. (company) — Subject company
• Clearway Energy Group LLC (company) — Group member
• GIP III ZEPHYR ACQUISITION PARTNERS, L.P. (company) — Group member
• GIP III ZEPHYR MIDCO HOLDINGS, L.P. (company) — Group member
• GLOBAL INFRASTRUCTURE GP III, L.P. (company) — Group member
• ZEPHYR HOLDINGS GP, LLC (company) — Group member

FAQ

Key Financial Figures

• $27.48 — 24 Class C Common Stock 469 (3) $27.48(3) 05/20/2024 Class C Common Stock
• $26.85 — Class C Common Stock 9,491 (3) $26.85(3) 06/07/2024 Class C Common Stock

Filing Documents

• tm2418477d1_sc13da.htm (SC 13D/A) — 127KB
• 0001104659-24-076426.txt ( ) — 129KB

Identity and Background

Item 2. Identity and Background.

of the Schedule 13D is hereby amended and restated to include

Item 2 of the Schedule 13D is hereby amended and restated to include the updated Schedule A attached hereto, which is incorporated herein by reference.

Source and Amount of Funds or Other Considerations

Item 3. Source and Amount of Funds or Other Considerations.

of the Schedule 13D is hereby amended and supplemented as follows

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth or incorporated by reference in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Since the filing of Amendment No. 2, Clearway Energy Group has granted 880,923 shares of Class C Common Stock to its employees in connection with the administration of the Clearway Energy Group Long Term Equity Incentive Program. In connection with such grants, since the filing of Amendment No. 2, Clearway Energy Group has purchased an aggregate of 268,944 shares of Class C Common Stock using working capital and on June 26, 2024, Clearway Energy Group converted 375,000 Class D units of Clearway Energy LLC (“ Class D Units ”) into 375,000 shares of Class C Common Stock. As previously disclosed by the Issuer, Craig Cornelius, Chief Executive Officer of Clearway Energy Group, has been elected to serve as a member of the Board of Directors and Chief Executive Officer of the Issuer, effective July 1, 2024. Clearway Energy Group granted Mr. Cornelius 375,000 shares of Class C Common Stock pursuant to the Clearway Energy Group Long Term Equity Incentive Program on June 28, 2024.

Interest in Securities

Item 5. Interest in Securities of the Issuer.

(a)-(c) of the Schedule 13D is hereby amended and restated

Item 5 (a)-(c) of the Schedule 13D is hereby amended and restated as follows: (a) — (b) The aggregate number and percentage of shares of Class A Common Stock and Class C Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of the Schedule 13D and are incorporated herein by reference. 8 Calculations of the percentage of shares of stock beneficially owned are based on 34,613,853 shares of Class A Common Stock and 82,454,344 shares of Class C Common Stock, respectively, outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2024, plus the 375,000 shares of Class C Common Stock outstanding following the conversion of 375,000 Class D Units disclosed herein and take into account the number of Class B units of Clearway Energy LLC (“ Class B Units ”) and Class D units of Clearway Energy LLC (“ Class D Units ”) beneficially owned by the Reporting Persons and convertible into shares of Class A Common Stock and Class C Common Stock, respectively, as applicable. Clearway Energy Group is the record holder of 21,841 shares of Class A Common Stock, 42,738,750 Class B Units, 60,152 shares of Class C Common Stock and 41,961,750 Class D Units. Pursuant to the terms of the Exchange Agreement, each Class B Unit is exchangeable at any time for shares of Class A Common Stock, and each Class D Unit is exchangeable at any time for shares of Class C Common Stock, in each case, on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Zephyr GP is the general partner of

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date : June 28, 2024 GLOBAL INFRASTRUCTURE INVESTORS III, LLC By: /s/ Jonathan Bram Name: Jonathan Bram Title: President GLOBAL INFRASTRUCTURE GP III, L.P. By: Global Infrastructure Investors III, LLC, its general partner By: /s/ Gregg Myers Name: Gregg Myers Title: Chief Financial Officer GIP III ZEPHYR MIDCO HOLDINGS, L.P. By: Global Infrastructure GP III, L.P., its general partner By: Global Infrastructure Investors III, LLC, its general partner By: /s/ Gregg Myers Name: Gregg Myers Title Chief Financial Officer ZEPHYR HOLDINGS GP, LLC By: /s/ Jonathan Bram Name: Jonathan Bram Title: Officer GIP III ZEPHYR ACQUISITION PARTNERS, L.P. By: Zephyr Holdings GP, LLC, its general partner By: /s/ Gregg Myers Name: Gregg Myers Title: Chief Financial Officer CLEARWAY ENERGY GROUP LLC By: /s/ Alicia Stevenson Name: Alicia Stevenson Title: VP, Business Operations & Strategy Annex A Transactions in Class A Common Stock and Class C Common Stock in the previous 60 days Date Security Number of Shares Transaction Price 05/03/2024 Class C Common Stock 266 (2) (2) 05/15/2024 Class C Common Stock 469 (3) $27.48(3) 05/20/2024 Class C Common Stock 213 (2) (2) 05/24/2024 Class C Common Stock 9,491 (3) $26.85(3) 06/07/2024 Class C Common Stock 213 (2) (2) 06/18/2024 Class C Common Stock 1,723 (2) (2) 06/21/2024 Class C Common Stock 213 (2) (2) 06/26/2024 Class C Common Stock 375,000 (4) (4) 06/28/2024 Class C Common Stock 375,000 (1) (1) (1) Shares of restricted stock of the Issuer granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees. (2) Shares of restricted stock of the Issuer previ

View Full Filing

View this SC 13D/A filing on SEC EDGAR