TotalEnergies SE Amends Clearway Energy Stake Filing

TL;DR

TotalEnergies SE filed an update on its Clearway Energy stake. No new $ amount, just an amendment.

AI Summary

TotalEnergies SE, through its subsidiaries, has filed an amendment to its Schedule 13D, indicating a change in its beneficial ownership of Clearway Energy, Inc. The filing, dated June 28, 2024, does not specify a new percentage of ownership but is an update to previous filings concerning their stake in the company. Clearway Energy, Inc. is involved in electric services.

Why It Matters

This filing updates the market on TotalEnergies' evolving investment in Clearway Energy, Inc., a significant player in the renewable energy sector.

Risk Assessment

Risk Level: low — This is a routine amendment to a previous filing and does not indicate new or increased risk.

Key Players & Entities

• TotalEnergies SE (company) — Filer of the SC 13D/A
• Clearway Energy, Inc. (company) — Subject company of the filing
• TOTALENERGIES DELAWARE, INC. (company) — Group member of TotalEnergies SE
• TOTALENERGIES GESTION USA SARL (company) — Group member of TotalEnergies SE
• TOTALENERGIES HOLDINGS USA, INC. (company) — Group member of TotalEnergies SE
• TOTALENERGIES RENEWABLES USA, LLC (company) — Group member of TotalEnergies SE
• NRG Yield, Inc. (company) — Former name of Clearway Energy, Inc.
• NRG Yieldco, Inc. (company) — Former name of Clearway Energy, Inc.
• TOTAL SE (company) — Former name of TotalEnergies SE
• TOTAL S.A. (company) — Former name of TotalEnergies SE

FAQ

Filing Documents

• tm2418565d1_sc13da.htm (SC 13D/A) — 166KB
• 0001104659-24-076444.txt ( ) — 168KB

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

Item 2 of the Schedule 13D is hereby amended and supplemented to include updated information with respect to the directors and executive officers of each of the Reporting Persons on Schedule A attached hereto, which is incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration.

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. 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 the Schedule 13D, 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. Item 5. Interest in Securities of the Issuer.

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

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. 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 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. The securities reported herein are held directly by Clearway Energy Group. GIP III Zephyr Acquisition P

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 TOTALENERGIES SE By: /s/ Marine Delaitre Name: Marine Delaitre Title: Authorized Signatory TOTALENERGIES GESTION USA SARL By: /s/ Eric Bozec Name: Eric Bozec Title: General Manager TOTALENERGIES HOLDINGS USA, INC. By: /s/ Richard Frazier Name: Richard Frazier Title: Assistant Secretary TOTALENERGIES DELAWARE, INC. By: /s/ Richard Frazier Name: Richard Frazier Title: Secretary TOTALENERGIES RENEWABLES USA, LLC By: /s/ Richard Frazier Name: Richard Frazier Title: Secretary 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 previously granted by Clearway Energy Group under its Long Term Equity Incentive Program forfeited by certain of its employees due to termination of service. (3) Shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock of the Issuer previously granted by Clearway Energy Group under its Long Term Equity Incentive Program to certain of its employees. (4) Shares received pursuant to the exch

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