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^*

Derham Kyle

(Last)

(First)

(Middle)

C/O NET POWER, INC.

404 HUNT STREET, SUITE 410

(Street)

DURHAM

27701-2275

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NET Power Inc. [ NPWR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2023

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 B Common Stock	06/30/2023		J⁽¹⁾		1,390,348	A	$0.00⁽¹⁾	1,390,348⁽²⁾	D
Class B Common Stock	06/30/2023		J⁽¹⁾		286,320	A	$0.00⁽¹⁾	1,676,668⁽²⁾	I	The Derham Children's Trust of 2020⁽³⁾

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)
Class B Units of NET Power Operations LLC	⁽⁴⁾	06/30/2023		J⁽¹⁾		1,390,348		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,390,348	$0.00⁽¹⁾	1,390,348	D
Class B Units of NET Power Operations LLC	⁽⁴⁾	06/30/2023		J⁽¹⁾		286,320		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	286,320	$0.00⁽¹⁾	1,676,668	I	The Derham Children's Trust of 2020⁽³⁾
Warrants	$11.5	06/30/2023		J⁽¹⁾		2,010,586		07/08/2023	06/08/2028	Class A Common Stock	2,010,586	$0.00⁽¹⁾	2,010,586	D
Warrants	$11.5	06/30/2023		J⁽¹⁾		414,049		07/08/2023	06/08/2028	Class A Common Stock	414,049	$0.00⁽¹⁾	2,424,635	I	The Derham Children's Trust of 2020⁽³⁾

Explanation of Responses:

1. Received from Rice Acquisition Sponsor LLC ("Sponsor") pursuant to the pro rata distribution of all of the securities of the issuer held by Sponsor to its members.

2. Prior to the distribution by Sponsor referred to in footnote 1, the reporting person was a managing member of Sponsor, and as such, the reporting person may have been deemed to have beneficial ownership of the securities held of record by Sponsor and the reporting person's prior Form 4s included transactions and direct holdings of Sponsor.

3. The Derham Children's Trust of 2020 (the "Trust") is the record holder of the securities reported herein and the reporting person is the trustee of the Trust. By virtue of the relationship, the reporting person may be deemed to have or share beneficial ownership of the securities held of record by the Trust, but the reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

4. The Class B Units of Opco are convertible into Class A Units of Opco on a one-for-one basis pursuant to the terms of the limited liability agreement of Opco. The Class A Units of Opco (together with the corresponding shares of the issuer's Class B common stock) are then exchangeable into shares of the issuer's Class A common stock or cash, at the issuer's election, on a one-for-one basis and have no expiration date.

	/s/ James Wilmot Rogers as Attorney-in-Fact	06/30/2023
	** 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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