Ownership Submission
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FORM 3/A
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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
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OMB APPROVAL
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OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Murphy Matthew Robert
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2. Date of Event Requiring Statement (Month/Day/Year)
2023-05-23
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3. Issuer Name and Ticker or Trading Symbol
Greenbacker Renewable Energy Co LLC [N/A]
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(Last)
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(First)
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(Middle)
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C/O GREENBACKER RENEWABLE ENERGY CO LLC , 230 PARK AVENUE, SUITE 1560
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Operating Officer /
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5. If Amendment, Date Original Filed(Month/Day/Year)
2023-06-01
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(Street)
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NEW YORK
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NY
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10169
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Murphy Matthew Robert
C/O GREENBACKER RENEWABLE ENERGY CO LLC
230 PARK AVENUE, SUITE 1560
NEW YORK, NY10169
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Chief Operating Officer
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Signatures
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/s/ Matthew Murphy
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2024-08-22
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Reflects shares of Class EO Common Shares ("Earnout Shares") issued to the Reporting Person on May 19, 2022 in his capacity as a member of Greenbacker Group LLC and July 8, 2022 in his capacity as a member of GB EO Holder LLC, in connection with the Acquisition. The Earnout Shares initially do not have the right to participate in any distributions payable by Greenbacker Renewable Energy Company LLC (the "Company"). Upon the achievement of separate bench-mark quarter-end-run-rate revenue targets, or upon the occurrence of certain liquidity events, however, these Earnout Shares can become "Participating Earnout Shares" and become entitled to priority allocation of profits and increases in value from the Company and will have equivalent economic and voting rights as Class P-I Common Shares, as further described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2022.
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(2)
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52,536.4 of the Reporting Person's total 266,178.38 Earnout Shares have become "Participating Earnout Shares" as of the date of this report.
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(3)
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These Earnout Shares were omitted from the Reporting Person's original Form 3.
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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.
Greenbacker Renewable Energy Company LLC