Statement of Changes in Beneficial Ownership (4)
June 05 2023 - 4:51PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Ford Brian R. |
2. Issuer Name and Ticker or Trading Symbol
Clearway Energy, Inc.
[
CWEN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
CLEARWAY ENERGY, INC., 300 CARNEGIE CENTER, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2023 |
(Street)
PRINCETON, NJ 08540 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class C Common Stock, par value $.01 per share | 6/1/2023 | | A | | 5162 (1) | A | (2) | 65981 | D | |
Class A Common Stock, par value $.01 per share | 6/1/2023 | | A | | 99 | A | (3) | 8376 (4) | D | |
Class C Common Stock, par value $.01 per share | 6/1/2023 | | A | | 853 | A | (3) | 66834 (5) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Represents 5,162 Deferred Stock Units issued to the Reporting Person by Clearway Energy, Inc. under Clearway Energy, Inc.'s Amended and Restated 2013 Equity Incentive Plan. |
(2) | Each Deferred Stock Unit is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share. The Reporting Person will receive from Clearway Energy, Inc.one such share of Class C Common Stock for each Deferred Stock Unit he owns upon termination of his service on Clearway Energy, Inc.'s Board of Directors. |
(3) | Represents dividend equivalent rights accrued on the Reporting Person's Deferred Stock Units, which become exercisable proportionately with the Deferred Stock Units to which they relate and may only be settled in Class A or Class C Common Stock of Clearway Energy, Inc. as determined by the Deferred Stock Units to which they relate. |
(4) | Includes 2,829 dividend equivalent rights that may only be settled in Class A Common Stock. |
(5) | Includes 13,682 dividend equivalent rights that may only be settled in Class C Common Stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ford Brian R. CLEARWAY ENERGY, INC. 300 CARNEGIE CENTER, SUITE 300 PRINCETON, NJ 08540 | X |
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Signatures
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/s/ Kevin P. Malcarney, Attorney-in-Fact | | 6/5/2023 |
**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 control number. |
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