SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

307,743,590 ⁽¹⁾⁽²⁾

SOLE DISPOSITIVE POWER

307,743,590⁽¹⁾

SHARED DISPOSITIVE POWER

0

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

PG&E CORPORATION

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

69331C108

(CUSIP Number)

Cathy Yanni

Trustee

PG&E Fire Victim Trust

Two Embarcadero Center, Suite 1500

San Francisco, CA 94111

(888) 664-1152

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 27, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 245.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 69331C108


1.		NAMES OF REPORTING PERSONS PG&E Fire Victim Trust
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

⁽¹⁾

Excludes any additional shares that may be issued to PG&E Fire Victim Trust (the “Trust”) pursuant to the Issuer’s Plan of Reorganization (the “Plan”). Pursuant to the Plan, effective as of July 1, 2020 (the “Effective Date”), in certain circumstances the Issuer is required to issue additional shares of its common stock, no par value (the “Common Stock”) to the Trust if, after the Effective Date, the Issuer issues additional shares of Common Stock pursuant to the Plan. The number of additional shares to be issued to the Trust is determined such that the Trust would have owned 22.19% of the outstanding Common Stock (as calculated pursuant to the Plan), assuming that any such additional issuances had occurred on the Effective Date.

⁽²⁾

The Trust has entered into an agreement with the Issuer pursuant to which, with respect to all matters subject to a vote of the shareholders other than matters directly related to the natural environment or safety, shares of Common Stock held by the Trust in excess of 9.9% of all outstanding shares of Common Stock will be voted in the same proportion as the votes of all other stockholders of the Issuer (“Mirror Voting”).

⁽³⁾	Calculated based on 2,465,443,675 shares of Common Stock outstanding on October 20, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on October 27, 2022 (the “Quarterly Report”).

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SCHEDULE 13D

CUSIP No. 69331C108


1.		NAMES OF REPORTING PERSONS Cathy Yanni, solely in her capacity as Trustee of the PG&E Fire Victim Trust
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

⁽¹⁾	Subject to limited exceptions, the Trust has entered into an agreement with the Issuer pursuant to which all shares of Common Stock held by the Trust in excess of 9.9% of the outstanding shares of Common Stock are subject to Mirror Voting.

⁽²⁾	Calculated based on 2,465,443,675 shares of Common Stock of the Issuer outstanding on October 20, 2022 as reported in the Issuer’s Quarterly Report.

2 of 2

Explanatory Note

PG&E Fire Victim Trust (the “Trust”) and John K. Trotter, acting solely in his capacity as the trustee of the Trust, originally filed on July 10, 2020, and subsequently amended on July 9, 2021 (Amendment No. 1), February 2, 2022 (Amendment No. 2), and April 18, 2022 (Amendment No. 3) a Schedule 13D in respect of the Common Stock, which Schedule 13D was further amended by the Trust and Cathy Yanni, acting solely in her capacity as the trustee of the Trust (in such capacity, the “Trustee”), on October 11, 2022 (Amendment No. 4) (such Schedule 13D, as so amended, the “Schedule 13D”). This Amendment No. 5 (the “Amendment”) amends and supplements information contained in the Schedule 13D. Except to the extent amended, supplemented or superseded by this Amendment, the information contained in the Schedule 13D remains in effect. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

On October 27, 2022, the Trust sold 35,000,000 shares of Common Stock pursuant to a block trade with Morgan Stanley & Co. LLC (“Morgan Stanley”) at a price of $14.77 per share (the “October 27, 2022 Block Trade”).

Item 5.

Interest in Securities of the Issuer.

Each of paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

(a)	As of the date hereof, the Trust beneficially owns directly 307,743,590 shares of Common Stock, currently representing 12.5% of the outstanding Common Stock, based on the Trust’s ability to direct the disposition of such shares of Common Stock.

The Trustee, in her capacity as such, may be deemed to indirectly beneficially own the Common Stock held by the Trust. The Trustee specifically disclaims beneficial ownership of the securities held by the Trust.

(b)

Items 7 through 10 of each of the cover pages of this Amendment are incorporated herein by reference. Neither the Trust nor the Trustee has sole or shared power to vote or direct the voting of any shares of Common Stock beneficially owned by the Trust, to the extent that such shares exceed 9.9% of the outstanding shares of Common Stock (other than matters directly related to the natural environment or safety), as they are subject to Mirror Voting (as described in Item 4 of the Schedule 13D).

(c)	The information set forth in Item 4 of this Amendment is incorporated by reference herein. Otherwise, the Trust has not effected any transactions in the Common Stock during the past 60 days.

The remainder of Item 5 of the Schedule 13D remains in effect.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:

In connection with the October 27, 2022 Block Trade, on October 27, 2022, the Trust entered into a lock-up letter agreement (the “October 27, 2022 Lock-Up Agreement”) and agreed with Morgan Stanley that, subject to certain exceptions, without the prior written consent of Morgan Stanley it will not, and will not publicly disclose an intention to, in each case, during the period commencing on October 27, 2022 and ending 14 days thereafter (the “Restricted Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock it beneficially owns or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the Trust agreed with Morgan Stanley that, without the prior written consent of Morgan Stanley, it will not, during the Restricted Period, make any new demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the extent a public announcement or filing under the Securities Exchange Act of 1934, as amended, if any, is required of or voluntarily made by or on behalf of the Issuer or the Trust regarding the exercise of such demand during the Restricted Period. Morgan Stanley, in its sole discretion, may release the securities subject to the October 27, 2022 Lock-Up Agreement described above in whole or in part at any time with or without notice. Morgan Stanley may consider various factors in its sole discretion regarding the foregoing.

The foregoing description of the October 27, 2022 Lock-Up Agreement is qualified in its entirety by reference to the full text of the October 27, 2022 Lock-Up Agreement, which is filed as Exhibit 2 to this Amendment and is incorporated by reference herein.

The information set forth in Item 4 of this Amendment is incorporated by reference into this Item 6.

Item 7.

Material to be Filed as Exhibits.

The following documents are filed as exhibits:


Exhibit No.		Description

1		Joint Filing Agreement, dated October 10, 2022, by and among PG&E Fire Victim Trust and Cathy Yanni, trustee thereof (incorporated by reference to Exhibit 1 to Amendment No. 4 to the Schedule 13D, filed with the SEC on October 11, 2022).

2		Lock-Up Letter Agreement dated October 27, 2022 by the PG&E Fire Victim Trust.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 31, 2022


PG&E FIRE VICTIM TRUST

By:		/s/ Cathy Yanni
Name: Cathy Yanni
Title: Trustee

/s/ Cathy Yanni Cathy Yanni, solely in her capacity as trustee of PG&E Fire Victim Trust