FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Greenbacker Renewable Energy Co LLC [ N/A ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/01/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class P-I Common Shares | 742,440.01(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 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 (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Share Units (Time)(2) | (3) | 09/01/2023 | D | 84,899.25 | (4) | (4) | Class P-I Common Shares | 84,899.253 | $0 | 0 | D | ||||
Restricted Share Units (Time)(5) | (6) | 09/01/2023 | A | 84,899.253 | (7) | (7) | Class P-I Common Shares | 84,899.253 | $0 | 84,899.253 | D |
Explanation of Responses: |
1. This amount reflects the divestiture of 84,899.253 Restricted Share Units that were forfeited by the Reporting Person, as reported in Row 1 of Table II below, pursuant to the Separation Agreement dated as of September 1, 2023, between Greenbacker Renewable Energy Corporation and Mehul Mehta (the "Separation Agreement"), as filed with the SEC on Form 8-K on September 1, 2023. The Reporting Person previously inadvertently reported these Restricted Share Units in Table I of the Form 4 filed on May 25, 2023. |
2. Pursuant to the Separation Agreement, the Reporting Person forfeited the 84,899.253 Restricted Share Units granted to the Reporting Person pursuant to Greenbacker Renewable Energy Company LLC's (the "Company") Equity Incentive Plan on May 23, 2023. |
3. Each Restricted Share Unit represented a contingent right to receive an amount equal to one Class P-I Common Share in (w) cash, (x) common shares (y) other securities or other property, as applicable, or (z) any combination thereof, as determined by the Company. |
4. The Restricted Share Units would have vested in three equal annual installments on each anniversary of the commencement date. |
5. The Company granted these Restricted Share Units to the Reporting Person pursuant to the Separation Agreement. |
6. Each Restricted Share Unit represents a contingent right (subject to the Reporting Person's continued compliance with the terms and conditions of the Separation Agreement) to receive cash in an amount equal to one Class P-I Common Share. Once vested, and upon settlement of a vested Restricted Share Unit, the Company will pay the Reporting Person an amount equal to one Class P-I Common Share in cash. |
7. The Restricted Share Units vest as follows: (i) sixty-six and two-third percent (66 2/3%) of the Restricted Share Units shall vest on February 17, 2024, and (ii) thirty-three and one-third percent (33 1/3%) of the Restricted Share Units shall vest on February 17, 2025. Vested Restricted Share Units will be settled as soon as reasonably practicable following such vesting (and, in any event, no later than thirty (30) days following the vesting date of the Restricted Share Units). |
/s/ Mehul Mehta | 09/06/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |