Form Type: 4

SEC EDGAR Link
Accession Number:0001104659-22-126986
Date:2022-12-12
Issuer: CLEARWAY ENERGY, INC. (CWEN)
Original Submission Date:

Reporting Person:

GLOBAL INFRASTRUCTURE INVESTORS III, LLC
1345 AVENUE OF THE AMERICAS,
30TH FLOOR NEW YORK, NY 10105

Reporting Person:

GLOBAL INFRASTRUCTURE GP III, L.P.
1345 AVENUE OF THE AMERICAS
30TH FLOOR NEW YORK, NY 10105

Reporting Person:

ZEPHYR HOLDINGS GP, LLC
1345 AVENUE OF THE AMERICAS
30TH FLOOR NEW YORK, NY 10105

Reporting Person:

GIP III ZEPHYR MIDCO HOLDINGS, L.P.
1345 AVENUE OF THE AMERICAS
30TH FLOOR NEW YORK, NY 10105

Reporting Person:

GIP III ZEPHYR ACQUISITION PARTNERS L.P.
1345 AVENUE OF THE AMERICAS
30TH FLOOR NEW YORK, NY 10105

Reporting Person:

CLEARWAY ENERGY GROUP LLC
1345 AVENUE OF THE AMERICAS
30TH FLOOR NEW YORK, NY 10105

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS C COMMON STOCK 2022-12-12 J 3,004 d $33.29 88,702 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 reflects grant of shares of restricted stock of the issuer granted by clearway energy group llc ("clearway energy group") under its long term equity incentive program to one or more of its employees.
f2 reflects securities held directly by clearway energy group. zephyr holdings gp, llc ("zephyr gp") is the general partner of gip iii zephyr acquisition partners, l.p. ("zephyr") which is the sole member of clearway energy group. zephyr gp is owned by gip iii zephyr midco holdings, l.p. ("midco") and totalenergies renewables usa, llc. global infrastructure investors iii, llc ("global investors") is the sole general partner of global infrastructure gp iii, l.p. ("global gp"), which is the general partner of midco. as a result, each of zephyr gp, zephyr, midco, global gp and global investors, may be deemed to share beneficial ownership of the securities owned by clearway energy group.
f3 adebayo ogunlesi, jonathan bram, william brilliant, matthew harris, michael mcghee, rajaram rao, william woodburn, salim samaha and robert o'brien, as the voting members of the investment committee of global investors, may be deemed to share beneficial ownership of the issuer securities beneficially owned by global investors. such individuals expressly disclaim any such beneficial ownership.
f4 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.
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