0001104659-24-047809.txt : 20240416 0001104659-24-047809.hdr.sgml : 20240416 20240416163124 ACCESSION NUMBER: 0001104659-24-047809 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240412 FILED AS OF DATE: 20240416 DATE AS OF CHANGE: 20240416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clearway Energy Group LLC CENTRAL INDEX KEY: 0001750994 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 24848205 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: Zephyr Renewables LLC DATE OF NAME CHANGE: 20180822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Global Infrastructure GP III, L.P. CENTRAL INDEX KEY: 0001747185 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 24848208 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: (212) 315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Global Infrastructure Investors III, LLC CENTRAL INDEX KEY: 0001747194 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 24848210 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: (212) 315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP III Zephyr Midco Holdings, L.P. CENTRAL INDEX KEY: 0001945888 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 24848207 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP III Zephyr Acquisition Partners L.P. CENTRAL INDEX KEY: 0001752556 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 24848206 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: (212)315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zephyr Holdings GP, LLC CENTRAL INDEX KEY: 0001942977 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 24848209 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: GIP III Zephyr Holdings GP, LLC DATE OF NAME CHANGE: 20220815 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clearway Energy, Inc. CENTRAL INDEX KEY: 0001567683 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 461777204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-608-1525 MAIL ADDRESS: STREET 1: 300 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: NRG Yield, Inc. DATE OF NAME CHANGE: 20130606 FORMER COMPANY: FORMER CONFORMED NAME: NRG Yieldco, Inc. DATE OF NAME CHANGE: 20130123 4 1 tm2411560-2_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-04-12 0 0001567683 Clearway Energy, Inc. CWEN 0001747194 Global Infrastructure Investors III, LLC 1345 AVENUE OF THE AMERICAS 30TH FLOOR NEW YORK NY 10105 1 0 1 0 0001942977 Zephyr Holdings GP, LLC 1345 AVENUE OF THE AMERICAS 30TH FLOOR NEW YORK NY 10105 1 0 1 0 0001747185 Global Infrastructure GP III, L.P. 1345 AVENUE OF THE AMERICAS 30TH FLOOR NEW YORK NY 10105 1 0 1 0 0001945888 GIP III Zephyr Midco Holdings, L.P. 1345 AVENUE OF THE AMERICAS 30TH FLOOR NEW YORK NY 10105 1 0 1 0 0001752556 GIP III Zephyr Acquisition Partners L.P. 1345 AVENUE OF THE AMERICAS 30TH FLOOR NEW YORK NY 10105 1 0 1 0 0001750994 Clearway Energy Group LLC 1345 AVENUE OF THE AMERICAS 30TH FLOOR NEW YORK NY 10105 1 0 1 0 0 Class C Common Stock 2024-04-12 4 J 0 3014 A 47149 I See footnotes Class C Common Stock 2024-04-15 4 J 0 96 22.49 A 47245 I See footnotes Reflects the forfeiture of shares of restricted stock of the Issuer previously granted by Clearway Energy Group LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees. Reflects the withholding of shares 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. The Reporting Persons have agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer. Reflects securities held directly by Clearway Energy Group. Zephyr Holdings GP, LLC ("Zephyr GP") is the general partner of GIP III Zephyr Acquisition Partners, L.P. ("Zephyr") which is the sole member of Clearway Energy Group. Zephyr GP is owned by GIP III Zephyr Midco Holdings, L.P. ("Midco") and TotalEnergies Renewables USA, LLC. Global Infrastructure Investors III, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP III, L.P. ("Global GP"), which is the general partner of Midco. As a result, each of Zephyr GP, Zephyr, Midco, Global GP and Global Investors, may be deemed to share beneficial ownership of the securities owned by Clearway Energy Group. Adebayo Ogunlesi, Jonathan Bram, William Brilliant, Matthew Harris, Michael McGhee, Rajaram Rao, William Woodburn, Salim Samaha and Robert O'Brien, as the voting members of the Investment Committee of Global Investors, may be deemed to share beneficial ownership of the Issuer securities beneficially owned by Global Investors. Such individuals expressly disclaim any such beneficial ownership. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the securities reported herein for purposes of Section 16 or for any other purpose. GLOBAL INFRASTRUCTURE INVESTORS III, LLC By: /s/ Jonathan Bram Name: Jonathan Bram Title: President 2024-04-16 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 2024-04-16 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 2024-04-16 ZEPHYR HOLDINGS GP, LLC By: /s/ Jonathan Bram Name: Jonathan Bram Title: Officer 2024-04-16 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 2024-04-16 CLEARWAY ENERGY GROUP LLC By: /s/ Alicia Stevenson Name: Alicia Stevenson Title: VP, Business Operations & Strategy 2024-04-16