Net Power Inc.
09/06/2024 | Press release | Distributed by Public on 09/06/2024 19:29
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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8 Rivers Capital, LLC 406 BLACKWELL STREET, 4TH FLOOR DURHAM, NC27701 |
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X |
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SK INC. 26, JONG-RO, JONGNO-GU SEOUL, M503188 |
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X |
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Signatures
| /s/ Asheley Kinsey, Chief Financial Officer of 8 Rivers Capital, LLC | 2024-09-06 |
| **Signature of Reporting Person | Date |
| /s/ Munhyuk Jang, Head of Corporate Management Department of SK Inc. | 2024-09-06 |
| **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 Class A Units of NET Power Operations LLC are exchangeable into shares of the Issuer's Class A Common Stock or, at the Issuer's election, cash, on a one-for-one basis and have no expiration date. On September 3, 2024, NPEH, LLC ("NPEH") exchanged 500,000 Class A Units of NET Power Operations LLC for 500,000 shares of the Issuer's Class A Common Stock. |
| (2) | For each Class A Unit of Net Power Operations LLC, NPEH owns a corresponding share of Class B Common Stock of the Issuer. Upon the exchange of 500,000 Class A Units of Net Power Operations LLC, an equal number of shares of Class B Common Stock of the Issuer held by NPEH, which have no economic value, were cancelled. |
| (3) | The price reported reflects the weighted average sales price. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $7.97 to $8.20. NPEH will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| (4) | The price reported reflects the weighted average sales price. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $7.86 to $8.05. NPEH will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| (5) | The price reported reflects the weighted average sales price. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $7.77 to $7.96. NPEH will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| (6) | As manager and holder of approximately 91.4% of the outstanding equity in NPEH, 8 Rivers Capital, LLC ("8 Rivers") may be deemed to be a beneficial owner of the securities directly owned by NPEH. 8 Rivers disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that 8 Rivers is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
| (7) | SK Inc. ("SK") indirectly beneficially owns 100.0% of each of Tillandsia, Inc. ("Tillandsia"), Areca, Inc. ("Areca") and Chamaedorea, Inc. ("Chamaedorea"). Each of Tillandsia, Areca and Chamaedorea beneficially owns approximately 18.06%, 25.02% and 23.41%, respectively, of the voting units of 8 Rivers and thus SK may be deemed to be a beneficial owner of the securities beneficially owned by 8 Rivers and NPEH. SK disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that SK is the beneficial owner of such securities for purposes of Section 16 or otherwise. |