| 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 |
|
|||||||||||||||
 |
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Nuvve Holding Corp. [ NVVE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/15/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | ||||||
|
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 | ||||||||
| Series B Warrants | $10 | 10/15/2024 | J(1) | 2,000,000 | (2) | 05/17/2031 | Common Stock | 2,000,000 | (1) | 0 | D(3)(4)(5)(6) | ||||
| Series C Warrants | $15 | 10/15/2024 | J(1) | 1,000,000 | (2) | 05/17/2031 | Common Stock | 1,000,000 | (1) | 0 | D(3)(4)(5)(6) | ||||
| Series D Warrants | $20 | 10/15/2024 | J(1) | 1,000,000 | (2) | 05/17/2031 | Common Stock | 1,000,000 | (1) | 0 | D(3)(4)(5)(6) | ||||
| Series E Warrants | $30 | 10/15/2024 | J(1) | 1,000,000 | (2) | 05/17/2031 | Common Stock | 1,000,000 | (1) | 0 | D(3)(4)(5)(6) | ||||
| Series F Warrants | $40 | 10/15/2024 | J(1) | 1,000,000 | (2) | 05/17/2031 | Common Stock | 1,000,000 | (1) | 0 | D(3)(4)(5)(6) | ||||
| Options | $50 | 10/15/2024 | J(1) | 5,000,000 | 11/13/2021 | 11/17/2028 | Common Stock | 5,000,000 | (1) | 0 | D(3)(4)(5)(6) | ||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. On October 15, 2024, the Issuer, Stonepeak Rocket Holdings II LP, a Delaware limited partnership ("Stonepeak"), Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve") and Levo Mobility LLC, a Delaware limited liability company ("Levo"), entered into that certain Limited Liability Company Interest Sale Agreement pursuant to which, among other things, each Reporting Person irrevocably terminated any and all rights with respect to the securities that are the subject of this Form 4 for nominal consideration (the "Termination"). |
| 2. Prior to the Termination, the warrants were exercisable as described in the Reporting Person's Form 3, dated August 15, 2021. |
| 3. The securities that are the subject of this Form 4 comprise of (i) Series B warrants to purchase 2,000,000 shares of Common Stock, in the aggregate, (ii) Series C warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iii) Series D warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iv) Series E warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (v) Series F warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, and (vi) the option to purchase up to an aggregate of $250 million in shares of Common Stock as a purchase price of $50.00 per share. |
| 4. Prior to the Termination, the securities that are the subject of this Form 4 were directly beneficially owned 90% by Stonepeak and 10% by Evolve. Stonepeak Associates IV LLC is the general partner of Stonepeak Rocket Holdings II LP. Stonepeak GP Investors IV LLC is the sole member of Stonepeak Associates IV LLC. Stonepeak GP Investors Holdings LP is the managing member of Stonepeak GP Investors IV LLC. Stonepeak GP Investors Upper Holdings LP is the general partner of Stonepeak GP Investors Holdings LP. Stonepeak GP Investors Holdings Manager LLC is the general partner of Stonepeak GP Investors Upper Holdings LP. Mr. Dorrell serves as the sole member of Stonepeak GP Investors Holdings Manager LLC. |
| 5. Affiliates of Stonepeak own 100% of the issued and outstanding equity interests in SP Holdings, LLC, which is the sole member of Evolve's general partner. Evolve's general partner owns 100% of the common units of Evolve. |
| 6. Each Reporting Person disclaims beneficial ownership of the securities set forth herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose. |
| Remarks: |
| Exhibit 99.1: Additional Signatures |
| See Exhibit 99.1 | 10/17/2024 | |
| ** 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. | ||
Exhibit 99.1
| STONEPEAK GP INVESTORS HOLDINGS LP | ||
| By: | STONEPEAK GP INVESTORS UPPER HOLDINGS LP, | |
| its general partner | ||
| By: | STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC, | |
| its general partner | ||
| By: | /s/ Michael Dorrell | |
| Name: | Michael Dorrell | |
| Title: | Sole Member | |
| STONEPEAK GP INVESTORS UPPER HOLDINGS LP | ||
| By: | STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC, | |
| its general partner | ||
| By: | /s/ Michael Dorrell | |
| Name: | Michael Dorrell | |
| Title: | Sole Member | |
| STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC | ||
| By: | /s/ Michael Dorrell | |
| Name: | Michael Dorrell | |
| Title: | Sole Member | |
| STONEPEAK ROCKET HOLDINGS II LP | ||
| By: | STONEPEAK ASSOCIATES IV LLC, | |
| its general partner | ||
| By: | STONEPEAK GP INVESTORS IV LLC, | |
| its sole member | ||
| By: | STONEPEAK GP INVESTORS HOLDINGS LP, | |
| its managing member | ||
| By: | STONEPEAK GP INVESTORS UPPER HOLDINGS LP, | |
| its general partner | ||
| By: | STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC, | |
| its general partner | ||
| By: | /s/ Michael Dorrell | |
| Name: | Michael Dorrell | |
| Title: | Sole Member | |
| STONEPEAK ASSOCIATES IV LLC | ||
| By: | STONEPEAK GP INVESTORS IV LLC, | |
| its sole member | ||
| By: | STONEPEAK GP INVESTORS HOLDINGS LP, | |
| its managing member | ||
| By: | STONEPEAK GP INVESTORS UPPER HOLDINGS LP, | |
| its general partner | ||
| By: | STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC, | |
| its general partner | ||
| By: | /s/ Michael Dorrell | |
| Name: | Michael Dorrell | |
| Title: | Sole Member | |
| STONEPEAK GP INVESTORS IV LLC | ||
| By: | STONEPEAK GP INVESTORS HOLDINGS LP, | |
| its managing member | ||
| By: | STONEPEAK GP INVESTORS UPPER HOLDINGS LP, | |
| its general partner | ||
| By: | STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC, | |
| its general partner | ||
| By: | /s/ Michael Dorrell | |
| Name: | Michael Dorrell | |
| Title: | Sole Member | |
| EVOLVE TRANSITION INFRASTRUCTURE LP | ||
| By: | EVOLVE TRANSITION INFRASTRUCTURE GP LLC, | |
| its general partner | ||
| By: | SP Holdings, LLC, | |
| its sole member | ||
| By: | /s/ Michael Dorrell | |
| Name: | Michael Dorrell | |
| Title: | Authorized Signatory | |