0000950170-24-072988.txt : 20240613 0000950170-24-072988.hdr.sgml : 20240613 20240613160515 ACCESSION NUMBER: 0000950170-24-072988 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240611 FILED AS OF DATE: 20240613 DATE AS OF CHANGE: 20240613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BEP Special Situations IV LLC CENTRAL INDEX KEY: 0001942792 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41279 FILM NUMBER: 241041210 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1900 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 469-398-2205 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1900 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bluescape Energy Partners IV GP LLC CENTRAL INDEX KEY: 0001942819 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41279 FILM NUMBER: 241041209 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1900 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 469-398-2205 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1900 CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 5E Advanced Materials, Inc. CENTRAL INDEX KEY: 0001888654 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 873426517 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 9329 MARIPOSA ROAD STREET 2: SUITE 210 CITY: HESPERIA STATE: CA ZIP: 92344 BUSINESS PHONE: 442 292 2120 MAIL ADDRESS: STREET 1: 9329 MARIPOSA ROAD STREET 2: SUITE 210 CITY: HESPERIA STATE: CA ZIP: 92344 4 1 ownership.xml 4 X0508 4 2024-06-11 0001888654 5E Advanced Materials, Inc. FEAM 0001942792 BEP Special Situations IV LLC 300 CRESCENT COURT, SUITE 1860 DALLAS TX 75201 false false true false 0001942819 Bluescape Energy Partners IV GP LLC 300 CRESCENT COURT, SUITE 1860 DALLAS TX 75201 false false true false false Convertible Notes 2024-06-11 4 P false 2934891 A Common Stock 2934891 36065702 D The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 650.4065 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes"). (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 2,934,891 and 36,065,702 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity. 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. /s/ Jonathan Siegler, Managing Director and Chief Financial Officer, on behalf of BEP Special Situations IV LLC 2024-06-13 /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 2024-06-13