0001104659-23-041595.txt : 20230404 0001104659-23-041595.hdr.sgml : 20230404 20230404170202 ACCESSION NUMBER: 0001104659-23-041595 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230331 FILED AS OF DATE: 20230404 DATE AS OF CHANGE: 20230404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TotalEnergies SE CENTRAL INDEX KEY: 0000879764 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 23799014 BUSINESS ADDRESS: STREET 1: 2 PLACE JEAN MILLIER STREET 2: LA DEFENSE 6 CITY: COURBEVOIE STATE: I0 ZIP: 92400 BUSINESS PHONE: 33 (0)1 41 35 04 48 MAIL ADDRESS: STREET 1: 2 PLACE JEAN MILLIER STREET 2: ARCHE NORD COUPOLE/REGNAULT CITY: PARIS LA DEFENSE CEDEX STATE: I0 ZIP: 92078 FORMER NAME: FORMER CONFORMED NAME: TOTAL SE DATE OF NAME CHANGE: 20200717 FORMER NAME: FORMER CONFORMED NAME: TOTAL S.A. DATE OF NAME CHANGE: 20121204 FORMER NAME: FORMER CONFORMED NAME: TOTAL SA DATE OF NAME CHANGE: 20030508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TotalEnergies Gestion USA SARL CENTRAL INDEX KEY: 0001941906 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 23799013 BUSINESS ADDRESS: STREET 1: LA DEFENSE 6 2 PLACE JEAN MILLIER STREET 2: COURBEVOIE CITY: HAUTS-DE-SEINE STATE: I0 ZIP: 92400 BUSINESS PHONE: 00-331-4135-2834 MAIL ADDRESS: STREET 1: LA DEFENSE 6 2 PLACE JEAN MILLIER STREET 2: COURBEVOIE CITY: HAUTS-DE-SEINE STATE: I0 ZIP: 92400 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TotalEnergies Delaware, Inc. CENTRAL INDEX KEY: 0001942500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 23799011 BUSINESS ADDRESS: STREET 1: 1201 LOUISIANA STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 483-5000 MAIL ADDRESS: STREET 1: 1201 LOUISIANA STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TotalEnergies Holdings USA, Inc. CENTRAL INDEX KEY: 0001942439 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 23799012 BUSINESS ADDRESS: STREET 1: 1201 LOUISIANA STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 483-5000 MAIL ADDRESS: STREET 1: 1201 LOUISIANA STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TotalEnergies Renewables USA, LLC CENTRAL INDEX KEY: 0001942458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 23799010 BUSINESS ADDRESS: STREET 1: 1201 LOUISIANA STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 483-5000 MAIL ADDRESS: STREET 1: 1201 LOUISIANA STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clearway Energy, Inc. CENTRAL INDEX KEY: 0001567683 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 461777204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-608-1525 MAIL ADDRESS: STREET 1: 300 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: NRG Yield, Inc. DATE OF NAME CHANGE: 20130606 FORMER COMPANY: FORMER CONFORMED NAME: NRG Yieldco, Inc. DATE OF NAME CHANGE: 20130123 4 1 tm2311468-1_4seq1.xml OWNERSHIP DOCUMENT X0407 4 2023-03-31 0 0001567683 Clearway Energy, Inc. CWEN 0000879764 TotalEnergies SE 2, PLACE JEAN MILLIER LA DEFENSE 6 COURBEVOIE I0 92400 FRANCE 1 0 1 0 0001941906 TotalEnergies Gestion USA SARL 2, PLACE JEAN MILLIER LA DEFENSE 6 COURBEVOIE I0 92400 FRANCE 1 0 1 0 0001942439 TotalEnergies Holdings USA, Inc. 1201 LOUISIANA ST. SUITE 1800, HOUSTON TX 77002 1 0 1 0 0001942500 TotalEnergies Delaware, Inc. 1201 LOUISIANA ST. SUITE 1800, HOUSTON TX 77002 1 0 1 0 0001942458 TotalEnergies Renewables USA, LLC 1201 LOUISIANA ST. SUITE 1800, HOUSTON TX 77002 1 0 1 0 0 Class C Common Stock 2023-03-31 4 P 0 71980 31.1524 A 172601 I See footnotes Class C Common Stock 2023-04-01 4 J 0 64573 31.33 A 237174 I See footnotes Class C Common Stock 2023-04-01 4 J 0 184091 31.33 D 53083 I See footnotes Class C Common Stock 2023-04-03 4 J 0 3875 A 56958 I See footnotes The price reported in Column 4 is a weighted average price. These units were purchased by Clearway Energy Group LLC ("Clearway Energy Group") in multiple transactions at prices ranging from $30.96 to $31.40. The Reporting Persons undertake to provide Clearway Energy, Inc., any security holder of Clearway Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of units purchased at each separate price within the ranges set forth in this footnote. The Reporting Persons have agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer. The securities reported herein are held directly by Clearway Energy Group, a wholly owned subsidiary of GIP III Zephyr Acquisition Partners, L.P. ("GIP"). TotalEnergies Renewables USA, LLC holds 50% of the equity interests in Zephyr Holdings GP, LLC, which is the general partner of GIP. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC. TotalEnergies Gestion USA SARL, which is a direct wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. As a result, each of the foregoing entities may be deemed to beneficially own the securities reported herein. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the securities reported herein for purposes of Section 16 or for any other purpose. Reflects the withholding of shares to satisfy tax withholding obligations in connection with the vesting of restricted stock of the Issuer previously granted by Clearway Energy Group under its Long Term Equity Incentive Program to certain of its employees. The Reporting Persons have agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer. Reflects grant of shares of restricted stock of the Issuer granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees. The Reporting Persons have agreed to voluntarily disgorge any profits deemed realized from such transactions to the Issuer. Reflects the forfeiture of shares of restricted stock of the Issuer previously granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees. TOTALENERGIES SE By: /s/ Marine Delaitre Name: Marine Delaitre Title: Authorized Signatory 2023-04-04 TOTALENERGIES GESTION USA SARL By: /s/ Eric Bozec Name: Eric Bozec Title: General Manager 2023-04-04 TOTALENERGIES HOLDINGS USA, INC. By: /s/ Albert Shung Name: Albert Shung Title: Assistant Secretary 2023-04-04 TOTALENERGIES DELAWARE, INC. By: /s/ Albert Shung Name: Albert Shung Title: Secretary 2023-04-04 TOTALENERGIES RENEWABLES USA, LLC By: /s/ Albert Shung Name: Albert Shung Title: Secretary 2023-04-04