0001011438-23-000144.txt : 20230209 0001011438-23-000144.hdr.sgml : 20230209 20230209160753 ACCESSION NUMBER: 0001011438-23-000144 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230209 DATE AS OF CHANGE: 20230209 GROUP MEMBERS: STUART J. ZIMMER GROUP MEMBERS: ZIMMER FINANCIAL SERVICES GROUP LLC GROUP MEMBERS: ZIMMER PARTNERS GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PORTLAND GENERAL ELECTRIC CO /OR/ CENTRAL INDEX KEY: 0000784977 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 930256820 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81712 FILM NUMBER: 23606275 BUSINESS ADDRESS: STREET 1: 121 SW SALMON ST STREET 2: 1WTC0501 CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5034648000 MAIL ADDRESS: STREET 1: 121 SW SALMON STREET CITY: PORTLAND STATE: OR ZIP: 97204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zimmer Partners, LP CENTRAL INDEX KEY: 0001565854 IRS NUMBER: 900883937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.440.0770 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 form_sc13g-portland.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G
(Rule 13d-102)
(Amendment No. )


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934


Portland General Electric Company
(Name of Issuer)
 
Common Stock, no par value per share
(Title of Class of Securities)
 
736508847
(CUSIP Number)
 
December 31, 2022
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X]   Rule 13d-1(b)
 [   ]   Rule 13d-1(c)
[   ]   Rule 13d-1(d)

CUSIP No. 736508847
 

1
NAME OF REPORTING PERSONS
Zimmer Partners, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
5,650,000 **
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
5,650,000 **
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,650,000 **
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[   ] 

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% **
12
TYPE OF REPORTING PERSON*
IA, PN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.

CUSIP No. 736508847
 

1
NAME OF REPORTING PERSONS
Zimmer Financial Services Group LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
5,650,000 **
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
5,650,000 **
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,650,000 **
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[   ] 

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% **
12
TYPE OF REPORTING PERSON*
HC, OO

CUSIP No. 736508847
 

1
NAME OF REPORTING PERSONS
 
Zimmer Partners GP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
5,650,000 **
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
5,650,000 **
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,650,000 **
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[   ] 

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%**
12
TYPE OF REPORTING PERSON*
HC, OO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
CUSIP No. 736508847
 

1
NAME OF REPORTING PERSONS
 
Stuart J. Zimmer
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
5,650,000 **
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
5,650,000 **
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,650,000 **
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[   ] 

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%**
12
TYPE OF REPORTING PERSON*
HC, IN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.
SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Zimmer Partners, LP, a Delaware limited partnership (the “Investment Manager”), Zimmer Financial Services Group LLC, a Delaware limited liability company (“ZFSG”), Zimmer Partners GP, LLC, a Delaware limited liability company (the “GP”), and Stuart J. Zimmer (collectively, the “Reporting Persons”).  ZFSG is the sole member of the GP. Stuart J. Zimmer, and a trust for his benefit are the sole members of ZFSG.  The GP is the general partner of the Investment Manager.  The Investment Manager is the investment manager of ZP Master Utility Fund, Ltd., the ZP Master MidCap Fund, Ltd., and Zimmer Master Infrastructure Fund, LP (collectively, the “Zimmer Accounts”).  This Schedule 13G relates to Common Stock of Portland General Electric Company, an Oregon corporation, held by the Zimmer Accounts.
Item 1(a)            Name of Issuer.
Portland General Electric Company (the “Issuer”)
Item 1(b)         Address of Issuer’s Principal Executive Offices.
121 Southwest Salmon Street
Portland, OR 97204
Item 2(a)             Name of Person Filing.
(1) Zimmer Partners, LP
(2) Zimmer Financial Services Group LLC
(3) Zimmer Partners GP, LLC
(4) Stuart J. Zimmer
Item 2(b)           Address of Principal Business Office, or, if none, Residence.
For all Filers:
9 West 57th Street, 33rd Floor
New York, NY 10019
Item 2(c)            Citizenship or Place of Organization.
(1) Zimmer Partners, LP is a Delaware limited partnership.
(2)             Zimmer Financial Services Group LLC is a Delaware limited liability company.
(3) Zimmer Partners GP, LLC is a Delaware limited liability company.
(4) Stuart J. Zimmer is a U.S. citizen.
Item 2(d)            Title of Class of Securities.
Common Stock, no par value per share (“Common Stock”)
Item 2(e)            CUSIP Number.
736508847

Item 3                  Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)
[   ] 		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [   ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)     [  ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)     [  ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)     [X]
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

(f)      [  ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)     [X]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)     [  ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)      [  ]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)      [  ]
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4                  Ownership.

(a)
The Reporting Persons may be deemed the beneficial owners of 5,650,000 shares of Common Stock.

(b)
The Reporting Persons may be deemed the beneficial owners of approximately 6.3% of the outstanding shares of Common Stock.  This percentage was determined by dividing 5,650,000 by 89,272,904, which is the combined total of number of shares of Common Stock outstanding as of October 20, 2022, as reported in the Issuer’s Form 10-Q filed on October 25, 2022.

(c)
The Reporting Persons have the shared power to vote and dispose of the 5,650,000 shares of Common Stock beneficially owned.
Item 5                  Ownership of Five Percent or Less of a Class
Not applicable.
Item 6                  Ownership of More Than Five Percent on Behalf of Another Person.
The Zimmer Accounts have an indirect interest in dividends and/or sale proceeds of the shares of Common Stock held by the Zimmer Accounts.
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Report on by the Parent Holding Company or Control Person

Not applicable.
Item 8
Identification and Classification of Members of the Group

Not applicable.
Item 9
Notice of Dissolution of Group

Not applicable
Item 10
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits
Exhibit 99-1

Joint Filing Agreement, dated February 9, 2023, among the Investment Manager, ZFSG, the GP and Stuart J. Zimmer.
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:  February 9, 2023

Zimmer Partners, LP

By:  Zimmer Partners GP, LLC, its general partner

By:       /s/ Barbara Burger
BARBARA BURGER, Authorized Signatory


Zimmer Financial Services Group LLC

By:       /s/ Stuart J. Zimmer
STUART J. ZIMMER, Director


Zimmer Partners GP, LLC

By:        Zimmer Financial Services Group LLC,
             Sole Member

By:        /s/ Stuart J. Zimmer
             STUART J. ZIMMER, Director
/s/ Stuart J. Zimmer 
Stuart J. Zimmer
EXHIBIT 99-1

JOINT FILING AGREEMENT


In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, no par value per share of Portland General Electric Company and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.


[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 9, 2023.



Zimmer Partners, LP

By:  Zimmer Partners GP, LLC, its general partner

By:       /s/ Barbara Burger
BARBARA BURGER, Authorized Signatory


Zimmer Financial Services Group LLC

By:       /s/ Stuart J. Zimmer
STUART J. ZIMMER, Director


Zimmer Partners GP, LLC

By:        Zimmer Financial Services Group LLC,
             Sole Member

By:        /s/ Stuart J. Zimmer
             STUART J. ZIMMER, Director


/s/ Stuart J. Zimmer 
Stuart J. Zimmer