SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McNeill Scott K.

(Last)

(First)

(Middle)

5949 SHERRY LANE, SUITE 1010

(Street)

DALLAS

75225

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Switchback Energy Acquisition Corp [ SBE.U ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	07/30/2019		P		103,000⁽²⁾	A	$10	103,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants⁽¹⁾	⁽¹⁾	07/30/2019		P		34,333⁽²⁾		⁽¹⁾	⁽¹⁾	Class A Common Stock	34,333	$10⁽¹⁾	34,333	D
Private Placement Warrants	$11.5	07/30/2019		P		5,333,333		⁽³⁾	⁽⁴⁾	Class A Common Stock	5,333,333	$1.5	5,333,333	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Includes securities underlying 103,000 units of the Issuer purchased for $10.00 per unit. Each unit consists of one share of the Issuer's Class A common stock and one-third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of the Issuer's Class A common stock at an exercise price of $11.50 per share. The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering. The warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described in the prospectus for the Issuer's initial public offering.

2. The Reporting Person purchased the securities directly from the underwriters in connection with the Issuer's initial public offering.

3. The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering.

4. The warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described in the prospectus for the Issuer's initial public offering.

5. NGP Switchback, LLC is the record holder of the private placement warrants reported herein. Mr. McNeill is a manager and the Chief Executive Officer and Chief Financial Officer of NGP Switchback, LLC. As such, Mr. McNeill may be deemed to have or share beneficial ownership of the private placement warrants held directly by NGP Switchback, LLC.

	s/ Scott K. McNeill, by Jim Mutrie, as Attorney-in-Fact	07/30/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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