SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL 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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1. Name and Address of Reporting Person* BEP Special Situations IV LLC (Last) (First) (Middle) 300 CRESCENT COURT, SUITE 1860 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/18/2024	3. Issuer Name and Ticker or Trading Symbol 5E Advanced Materials, Inc. [ FEAM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Notes	(1)(2)	08/15/2028(1)(2)	Common Stock	33,130,810(1)(2)	(1)(2)	D(3)
Option to Purchase Common Stock	(4)	(4)	Common Stock	10,731,708	$1.025(4)	D(3)

1. Name and Address of Reporting Person* BEP Special Situations IV LLC (Last) (First) (Middle) 300 CRESCENT COURT, SUITE 1860 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bluescape Energy Partners IV GP LLC (Last) (First) (Middle) 300 CRESCENT COURT, SUITE 1860 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On January 18, 2024, in connection with closing ("Closing") of the Issuer's out of court restructuring, the Note Purchase Agreement (as amended and restated, the "Amended and Restated Note Purchase Agreement") was amended and restated to, among other things, amend the conversion rate from 56.8182 shares to 650.4065 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of Convertible Notes, thereby increasing the number of shares of Common Stock into which the Convertible Notes are convertible, extend the maturity date to August 15, 2028 (the "Maturity Date"),

2. (Continued from footnote 1) increase the paid-in-kind interest rate from 6% to 10% and assign 50% of the then-outstanding principal amount of the Convertible Notes held by BEP Special Situations IV LLC ("Bluescape") to certain third parties. All or any portion of the Convertible Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding the Maturity Date. The number of shares reported as underlying the Convertible Notes reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

3. Bluescape Energy Partners IV GP LLC ("Bluescape GP" and, together with Bluescape, the "Reporting Persons") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns Bluescape. As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. Pursuant to the Restructuring Support Agreement dated December 5, 2023 by and among Bluescape and the Issuer, among others, Bluescape has an option to purchase up to $10 million shares of Common Stock at $1.025 per share, plus an equity placement fee, which option will expire in connection with the final closing of the Company's private placement of Common Stock to certain third parties, expected to close on January 29, 2024.

Remarks:

	/s/ Jonathan Siegler, Managing Director and Chief Financial Officer, on behalf of BEP Special Situations IV LLC	01/22/2024
	/s/ Jonathan Siegler, Managing Director and Chief Financial Officer, on behalf of Bluescape Resources GP Holdings LLC, managing member of Bluescape Energy Partners IV GP LLC	01/22/2024
	** Signature of Reporting Person	Date
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