Form 4 for VGAS Verde Clean Fuels, Inc.

Accepted 2023-10-26 00:00:00 ET · period of report 2023-06-21 · accession 0001013762-23-006960 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DM	2023-10-26	2023-08-25	VGAS	CENAQ Sponsor LLC.	10%	J - Other	—	-253.1K	3.23M	-7%	—
D	2023-10-26	2023-06-21	VGAS	CENAQ Sponsor LLC.	10%	J - Other	—	-2.48M	0	-100%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Stock	2023-08-25	J	D	54,874	—	3,432,626	D	—	—	(F1) On August 25, 2023, the Reporting Person transferred to various third parties a total of 54,874 shares of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), representing a "make-whole" amount in connection with such third parties purchasing shares of Class A Common Stock at the per share redemption price of approximately $10.31 per share from the Issuer's redeeming stockholders prior to the completion of the business combination between the Issuer, Verde Clean Fuels OpCo, LLC, Bluescape Clean Fuels Holdings, LLC, Bluescape Clean Fuels Intermediate Holdings, LLC and the Reporting Person on February 15, 2023 (the "Business Combination") in lieu of their agreements to purchase shares of Class A Common Stock for $10.00 per share in a private placement. (F2) The Reporting Person is the record holder of the securities reported herein. J. Russell Porter is the sole member of the board of managers of the Reporting Person. Messr. Porter may be deemed to have or share beneficial ownership of the securities held directly by the Reporting Person and disclaims any such beneficial ownership of such securities except to the extent of his pecuniary interest therein.
2	Common	Class A Common Stock	2023-08-25	J	D	198,251	—	3,234,375	D	—	—	(F3) On August 25, 2023, the Reporting Person effectuated a pro rata distribution of 198,251 shares of Class A Common Stock previously held by the Reporting Person to its members. (F2) The Reporting Person is the record holder of the securities reported herein. J. Russell Porter is the sole member of the board of managers of the Reporting Person. Messr. Porter may be deemed to have or share beneficial ownership of the securities held directly by the Reporting Person and disclaims any such beneficial ownership of such securities except to the extent of his pecuniary interest therein.
3	Derivative	Private Placement Warrants	2023-06-21	J	D	2,475,000	—	0	D	$11.50 · — to —	2,475,000 Class A Common Stock	(F4) On June 21, 2023, the Reporting Person effectuated a pro rata distribution of 2,475,000 private placement warrants to its members (the "Distribution"). (F6) The Reporting Person is the record holder of the securities reported herein. J. Russell Porter is the sole member, and at the time of the Distribution, John B. Connally III and Michael J. Mayell were members, of the board of managers of the Reporting Person. Each of Messrs. Connally, Porter and Mayell may be deemed to have or share beneficial ownership of the securities held directly by the Reporting Person. Each such person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein. (F5) The warrants became exercisable on March 17, 2023, 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the prospectus for the Issuer's initial public offering.