Statement of Changes in Beneficial Ownership (4)
18 Janeiro 2023 - 6:16PM
Edgar (US Regulatory)
FORM 4
[X]
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
Estimated average burden hours per response...
0.5
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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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Decarbonization Plus Acquisition Sponsor IV LLC |
2. Issuer Name and Ticker or Trading Symbol
Decarbonization Plus Acquisition Corp IV
[
DCRD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DECARBONIZATION PLUS ACQ CORP IV, 2744 SAND HILL ROAD, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/17/2023 |
(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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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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 |
Class B Ordinary Shares, par value $0.0001 per share | (1) | 1/17/2023 | | J | | | 4234172 | (1) | (1) | Class A Ordinary Shares, par value $0.0001 per share | 4234172 | (1)(2) | 3464323 | I | See footnotes (3)(4) |
Explanation of Responses: |
(1) | The Class B Ordinary Shares are convertible into Class A Ordinary Shares of the Issuer's on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. The Reporting Persons' Class B Ordinary Shares are convertible into Class A Ordinary Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333- 254259). |
(2) | Pursuant to the Letter Agreement, by and among the Reporting Person, the Issuer, Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company and the other holders of Class B Ordinary Shares, dated September 25, 2022 (the "Letter Agreement"), the Reporting Person agreed to assign and transfer 55% of the Class B Ordinary Shares acquired by the Reporting Person in connection with the Issuer's initial public offering to Riverstone Global Energy and Power Fund V (Cayman), L.P. ("Fund V"), Riverstone V Investment Management Cooperatief U.A. or a wholly-owned subsidiary thereof prior to the closing of the proposed business combination between Hammerhead Resources Inc., an Alberta corporation and the Issuer. On January 17, 2023, pursuant to the Letter Agreement, the Reporting Person transferred 4,234,172 Class B Ordinary Shares to R5 HHR FS Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Fund V. |
(3) | Decarbonization Plus Acquisition Sponsor IV LLC is the record holder of the securities reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which controls Decarbonization Plus Acquisition Sponsor IV LLC. |
(4) | Each of Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre, Jr. may be deemed to have or share beneficial ownership of the securities held directly by Decarbonization Plus Acquisition Sponsor IV LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Decarbonization Plus Acquisition Sponsor IV LLC C/O DECARBONIZATION PLUS ACQ CORP IV 2744 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 |
| X |
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RIVERSTONE HOLDINGS LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019 |
| X |
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LEUSCHEN DAVID M C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019 | X | X |
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LAPEYRE PIERRE F JR C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019 | X | X |
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Signatures
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Decarbonization Plus Acquisition Sponsor IV LLC, /s/ Peter Haskopoulos, Managing Director | | 1/18/2023 |
**Signature of Reporting Person | Date |
Riverstone Holdings LLC, /s/ Peter Haskopoulos, Authorized Person | | 1/18/2023 |
**Signature of Reporting Person | Date |
David M. Leuschen, /s/ Peter Haskopoulos, Attorney-in-fact | | 1/18/2023 |
**Signature of Reporting Person | Date |
Pierre F. Lapeyre, Jr., /s/ Peter Haskopoulos, Attorney-in-fact | | 1/18/2023 |
**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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