Initial Statement of Beneficial Ownership (3)
21 Junho 2023 - 7:00AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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OCCIDENTAL PETROLEUM CORP /DE/ |
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/8/2023
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3. Issuer Name and Ticker or Trading Symbol
NET Power Inc. [NPWR]
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(Last)
(First)
(Middle)
5 GREENWAY PLAZA SUITE 110 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
HOUSTON, TX 77046
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A common stock, par value $0.0001 per share | 33999995 | I | See Footnote (1) |
| Class B common stock, par value $0.0001 per share | 55553247 | I | See Footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class A units | (2) | (2) | Class A common stock, par value $0.0001 per share | 55553247 | (2) | I | See Footnote (1) |
| Explanation of Responses: |
| (1) | OLCV Net Power, LLC ("OLCV Net Power") is the owner of record of such shares. OLCV Net Power is a direct, wholly owned subsidiary of Oxy Low Carbon Ventures, LLC ("OLCV"). OLCV is a direct, wholly owned subsidiary of OXY USA Inc. ("OXY USA"). OXY USA is a direct, wholly owned subsidiary of Occidental Petroleum Corporation ("Occidental," and collectively, the "Reporting Persons"). OLCV, OXY USA and Occidental, as a result of such relationships, may be deemed to indirectly beneficially own the shares of Class A Common Stock and Class B Common Stock (each as defined below) owned of record by OLCV Net Power and the Opco Units (as defined below). |
| (2) | OLCV Net Power owns 55,553,247 Class A units ("Opco Units") of NET Power Operations LLC ("Opco"), in which the Issuer is the sole managing member and whose equity interests are the Issuer's only asset, and an equivalent number of shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"). Pursuant to the limited liability company agreement of Opco, at the request of the holder, each Opco Unit may be redeemed at any time for, at the Issuer's election, a newly issued share of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), or cash, and upon redemption of such Opco Unit, a share of Class B Common Stock shall be surrendered by the holder and canceled by the Issuer. For more information, see the Reporting Persons' Schedule 13D filed with the Securities and Exchange Commission on June 20, 2023 (the "Schedule 13D"). |
Remarks:
OLCV Net Power directly acquired (and, through the relationships described in footnote 1, the other Reporting Persons indirectly acquired) beneficial ownership of the securities reported herein in the Issuer's business combination and substantially concurrent PIPE financing. For more information, see the Schedule 13D. Each of the Reporting Persons disclaims beneficial ownership in such securities, except to the extent of its pecuniary interest therein. Each of the Reporting Persons may be deemed a director by deputization, by virtue of their director designees on the board of directors of the Issuer as described in the Schedule 13D. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
OCCIDENTAL PETROLEUM CORP /DE/
5 GREENWAY PLAZA SUITE 110
HOUSTON, TX 77046 | X | X |
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OXY USA INC
5 GREENWAY PLAZA SUITE 110
HOUSTON, TX 77046 | X | X |
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Oxy Low Carbon Ventures, LLC
5 GREENWAY PLAZA SUITE 110
HOUSTON, TX 77046 | X | X |
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OLCV Net Power, LLC
5 GREENWAY PLAZA SUITE 110
HOUSTON, TX 77046 | X | X |
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Signatures
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| /s/ Nicole E. Clark, as Vice President and Secretary of OLCV Net Power, LLC | | 6/20/2023 |
| **Signature of Reporting Person | Date |
| /s/ Nicole E. Clark, as Vice President and Secretary of Oxy Low Carbon Ventures, LLC | | 6/20/2023 |
| **Signature of Reporting Person | Date |
| /s/ Nicole E. Clark, as Vice President and Secretary of OXY USA Inc. | | 6/20/2023 |
| **Signature of Reporting Person | Date |
| /s/ Nicole E. Clark, as Vice President, Corporate Secretary and Chief Compliance Officer of Occidental Petroleum Corporation | | 6/20/2023 |
| **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 5(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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