Ownership Submission
|
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
OMB APPROVAL
|
|
OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
|
|
|
1. Name and Address of Reporting Person *
|
|
ECP Fiber Holdings GP, LLC
|
|
2. Date of Event Requiring Statement (Month/Day/Year)
2024-07-15
|
3. Issuer Name and Ticker or Trading Symbol
SHENANDOAH TELECOMMUNICATIONS CO/VA/ [SHEN]
|
|
(Last)
|
(First)
|
(Middle)
|
|
40 BEECHWOOD ROAD
|
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
_____ Director
|
_____ 10% Owner
|
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
|
|
|
5. If Amendment, Date Original Filed(Month/Day/Year)
|
(Street)
|
|
SUMMIT,
|
NJ
|
07901
|
|
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
|
|
|
Table I - Non-Derivative Securities Beneficially Owned
|
|
|
1.Title of Security
|
2. Amount of Securities Beneficially Owned
|
3. Ownership Form: Direct (D) or Indirect (I)
|
4. Nature of Indirect Beneficial Ownership
|
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
|
2. Date Exercisable and Expiration Date
|
3. Title and Amount of Securities Underlying Derivative Security
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
|
6. Nature of Indirect Beneficial Ownership
|
|
Date Exercisable
|
Expriation Date
|
Title
|
Amount or Number of Shares
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
|
Director
|
10% Owner
|
Officer
|
Other
|
ECP Fiber Holdings GP, LLC
40 BEECHWOOD ROAD
SUMMIT,, NJ07901
|
|
X
|
|
|
ECP Fiber Holdings, LP
40 BEECHWOOD ROAD
SUMMIT,, NJ07901
|
|
X
|
|
|
Hill City Holdings GP, LLC
40 BEECHWOOD ROAD
SUMMIT,, NJ07901
|
|
X
|
|
|
Hill City Holdings, LP
40 BEECHWOOD ROAD
SUMMIT,, NJ07901
|
|
X
|
|
|
Signatures
|
ECP Fiber Holdings GP, LLC, By: /s/ Matthew DeNichilo, Chief Executive Officer
|
2024-08-01
|
|
**Signature of Reporting Person
|
Date
|
|
ECP Fiber Holdings, LP, By: ECP Fiber Holdings GP, LLC, its general partner, By: /s/ Matthew DeNichilo, Chief Executive Officer
|
2024-08-01
|
|
**Signature of Reporting Person
|
Date
|
|
Hill City Holdings GP, LLC, By: /s/ Jennifer Gray, Executive Vice President and Secretary
|
2024-08-01
|
|
**Signature of Reporting Person
|
Date
|
|
Hill City Holdings, LP, By: Hill City Holdings GP, LLC, its general partner, By: /s/ Jennifer Gray, Executive Vice President and Secretary
|
2024-08-01
|
|
**Signature of Reporting Person
|
Date
|
Explanation of Responses:
|
(*)
|
If the form is filed by more than one reporting person, see Instruction 5(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).
|
|
(1)
|
The securities are held of record by Hill City Holdings, LP ("Hill City"). ECP ControlCo, LLC is the managing member of Energy Capital Partners IV, LLC, which is the general partner of Energy Capital Partners GP IV, LP, which is the general partner of each of (i) Energy Capital Partners IV-A, LP, (ii) Energy Capital Partners IV-B, LP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP (the "Funds"). Energy Capital Partners GP IV, LP is also the general partner of Energy Capital Partners IV-B (Hill City IP), LP ("Hill City IP"). Each of (i) Energy Capital Partners IV-A, LP, (ii) Hill City IP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP are the members of Hill City Holdings GP, LLC, which is the general partner of Hill City.
|
|
(2)
|
The managing members of ECP ControlCo, LLC are Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D'Argenio all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo, LLC. As a result of these relationships, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities held of record by Hill City and ECP Fiber Holdings, LP (the "ECP Investor"). Each such entity and individual disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein.
|
|
(3)
|
The Series A Participating Exchangeable Perpetual Preferred Stock (the "Series A Preferred Stock") is presently exchangeable and has no expiration date.
|
|
(4)
|
The securities are held of record by the ECP Investor. The Funds are the members of ECP Fiber Holdings GP, LLC, which is the general partner of the ECP Investor.
|
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
