SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Nanus David
(Last) (First) (Middle)
1700 BROADWAY, 35TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EVgo Inc. [ EVGO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/18/2024 C 23,000,000 A (1) 28,882,352 I See footnote(1)(3)(4)
Class A Common Stock 12/18/2024 S 23,000,000 D $5(2) 5,882,352 I See footnote(1)(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 12/18/2024 C 23,000,000 (1) (1) Class A Common Stock 23,000,000 $0.00 172,800,000 I See footnote(1)(3)(4)
EVgo OpCo LLC Units (1) 12/18/2024 C 23,000,000 (1) (1) Class A Common Stock 23,000,000 $0.00 172,800,000 I See footnote(1)(3)(4)
Explanation of Responses:
1. The terms of the Amended and Restated Limited Liability Company Agreement of OpCo (as defined below) provide certain holders of units of OpCo ("OpCo LLC Units") with certain rights to cause OpCo to acquire all or a portion of the OpCo LLC Units, together with an equal number of shares of Class B Common Stock of the EVgo Inc. (the "Issuer") for shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed (the "Redemption Right"), subject to conversion rate and other settlement adjustments. The OpCo LLC Units, the shares of Class B Common Stock and the right to exercise the Redemption Right have no expiration date.
2. The reported securities were sold in an underwritten public offering at the public offering price of $5.00 per share.
3. The shares of Class B Common Stock of the Issuer and units of EVgo OpCo, LLC ("OpCo") are held directly by EVgo Holdings, LLC, a Delaware limited liability company ("EVgo Holdings"). EVgo Holdings is controlled by EVgo Member Holdings, LLC, a Delaware limited liability company ("EVgo Member"), and directly holds all reported securities except the 5,882,352 shares of Class A Common Stock of the Issuer, which are directly held by EVgo Member. The sole member of EVgo Member is LS Power Equity Partners IV, L.P., a Delaware limited partnership ("LSPEP IV"), which is managed by LS Power Equity Advisors, LLC, a Delaware limited liability company ("LSP Advisors" and together with EVgo Member and LSPEP IV, the "LS Power Entities").
4. The reporting person, through his position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, the reporting person may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. The reporting person disclaims beneficial ownership of such shares.
/s/ David Nanus by Francine Sullivan, as Attorney-in-Fact 12/20/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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