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