Form Type: 4

SEC EDGAR Link
Accession Number:0001104659-23-002752
Date:2023-01-06
Issuer: CLEARWAY ENERGY, INC. (CWEN)
Original Submission Date:

Reporting Person:

TOTALENERGIES SE
2, PLACE JEAN MILLIER
LA DEFENSE 6 COURBEVOIE, I0 92400

Reporting Person:

TOTALENERGIES GESTION USA SARL
2, PLACE JEAN MILLIER
LA DEFENSE 6 COURBEVOIE, I0 92400

Reporting Person:

TOTALENERGIES HOLDINGS USA, INC.
1201 LOUISIANA ST. SUITE 1800,
HOUSTON, TX 77002

Reporting Person:

TOTALENERGIES DELAWARE, INC.
1201 LOUISIANA ST. SUITE 1800,
HOUSTON, TX 77002

Reporting Person:

TOTALENERGIES RENEWABLES USA, LLC
1201 LOUISIANA ST. SUITE 1800,
HOUSTON, TX 77002

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 2023-01-06 J 1,597 a $0.00 93,554 indirect
CLASS C COMMON STOCK 2023-01-09 J 1,478 a $0.00 95,032 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 the forfeiture of shares of restricted stock of the issuer previously granted by clearway energy group llc ("clearway energy group") under its long term equity incentive program to one or more of its employees.
f2 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.
f3 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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