0001213900-19-013658.txt : 20190725 0001213900-19-013658.hdr.sgml : 20190725 20190725212831 ACCESSION NUMBER: 0001213900-19-013658 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190725 FILED AS OF DATE: 20190725 DATE AS OF CHANGE: 20190725 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP Switchback, LLC CENTRAL INDEX KEY: 0001782416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 19975789 BUSINESS ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE1010 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: (972) 432-1440 MAIL ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE1010 CITY: DALLAS STATE: TX ZIP: 75225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Switchback Energy Acquisition Corp CENTRAL INDEX KEY: 0001777393 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BOULEVARD STREET 2: 11TH FLOOR CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (972) 432-1440 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BOULEVARD STREET 2: 11TH FLOOR CITY: IRVING STATE: TX ZIP: 75039 3 1 ownership.xml X0206 3 2019-07-25 0 0001777393 Switchback Energy Acquisition Corp SBE.U 0001782416 NGP Switchback, LLC 5949 SHERRY LANE, SUITE 1010 DALLAS TX 75225 0 0 1 0 Class B Common Stock Class A Common Stock 8545000 I See footnote The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. Includes 1,125,000 shares of Class B Common Stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering of units do not exercise their over-allotment option. NGP Switchback, LLC is the record holder of the shares reported herein. Scott McNeill is a manager and the Chief Executive Officer and Chief Financial Officer of NGP Switchback, LLC. Jim Mutrie is a manager and the Chief Commercial Officer, General Counsel and Secretary of NGP Switchback, LLC. Chris Carter, Scott Gieselman and Sam Stoutner are managers of NGP Switchback, LLC. As such, Messrs. McNeill, Mutrie, Carter, Gieselman and Stoutner may be deemed to have or share beneficial ownership of the common stock held directly by NGP Switchback, LLC. NGP XII US Holdings, L.P. directly owns a majority of the limited liability company interests of NGP Switchback, LLC. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Tony R. Weber, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C. Accordingly, each of NGP XII US Holdings, L.P., NGP XII Holdings GP, L.L.C., NGP Natural Resources XII, L.P., G.F.W. Energy XII, L.P., GFW XII, L.L.C., NGP Energy Capital Management, L.L.C., Tony R. Weber, Chris Carter, Craig Glick and Jill Lampert may be deemed to have or share beneficial ownership of the common stock held directly by NGP Switchback, LLC. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Jim Mutrie, as Attorney-in-Fact 2019-07-25 EX-24.1 2 f3072519ex24-1_switchback.htm POWER OF ATTORNEY

Exhibit 24.1

 

POWER OF ATTORNEY

 

July 25, 2019

 

Know all by these presents, that the undersigned hereby constitutes and appoints Scott McNeill and Jim Mutrie or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

1.prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

 

2.execute for and on behalf of the undersigned Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

3.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

4.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

[Signature page follows]


 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

  

  NGP SWITCHBACK, LLC
     
  By: /s/ Jim Mutrie
  Name: Jim Mutrie
  Title: Chief Commercial Officer, General Counsel and Secretary

 

 

[Signature Page to Power of Attorney for Section 16 Filings]