Form 4 for EVGO EVgo Inc.
Accepted 2024-12-20 00:00:00 ET · period of report 2024-12-18 · accession 0001104659-24-130843 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-12-20 | 2024-12-18 | EVGO | Nanus David | Dir | C - Cnv Deriv | — | +23.00M | 28.88M | +391% | — |
| DI | 2024-12-20 | 2024-12-18 | EVGO | Nanus David | Dir | S - Sale | $5.00 | -23.00M | 5.88M | -80% | -$115.00M |
| DMI | 2024-12-20 | 2024-12-18 | EVGO | Nanus David | Dir | C - Cnv Deriv | $0.00 | -46.00M | 172.80M | -21% | $0 |
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 | 2024-12-18 | C | A | 23,000,000 | — | 28,882,352 | I See footnote | — | — | (F1) The terms of the Amended and Restated Limited Liability Company Agreement of OpCo (as defined below) provide certain holders of units of OpCo ("OpCo LLC Units") with certain rights to cause OpCo to acquire all or a portion of the OpCo LLC Units, together with an equal number of shares of Class B Common Stock of the EVgo Inc. (the "Issuer") for shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed (the "Redemption Right"), subject to conversion rate and other settlement adjustments. The OpCo LLC Units, the shares of Class B Common Stock and the right to exercise the Redemption Right have no expiration date. (F3) The shares of Class B Common Stock of the Issuer and units of EVgo OpCo, LLC ("OpCo") are held directly by EVgo Holdings, LLC, a Delaware limited liability company ("EVgo Holdings"). EVgo Holdings is controlled by EVgo Member Holdings, LLC, a Delaware limited liability company ("EVgo Member"), and directly holds all reported securities except the 5,882,352 shares of Class A Common Stock of the Issuer, which are directly held by EVgo Member. The sole member of EVgo Member is LS Power Equity Partners IV, L.P., a Delaware limited partnership ("LSPEP IV"), which is managed by LS Power Equity Advisors, LLC, a Delaware limited liability company ("LSP Advisors" and together with EVgo Member and LSPEP IV, the "LS Power Entities"). (F4) The reporting person, through his position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, the reporting person may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. The reporting person disclaims beneficial ownership of such shares. |
| 2 | Common | Class A Common Stock | 2024-12-18 | S | D | 23,000,000 | $5.00 | 5,882,352 | I See footnote | — | — | (F2) The reported securities were sold in an underwritten public offering at the public offering price of $5.00 per share. (F3) The shares of Class B Common Stock of the Issuer and units of EVgo OpCo, LLC ("OpCo") are held directly by EVgo Holdings, LLC, a Delaware limited liability company ("EVgo Holdings"). EVgo Holdings is controlled by EVgo Member Holdings, LLC, a Delaware limited liability company ("EVgo Member"), and directly holds all reported securities except the 5,882,352 shares of Class A Common Stock of the Issuer, which are directly held by EVgo Member. The sole member of EVgo Member is LS Power Equity Partners IV, L.P., a Delaware limited partnership ("LSPEP IV"), which is managed by LS Power Equity Advisors, LLC, a Delaware limited liability company ("LSP Advisors" and together with EVgo Member and LSPEP IV, the "LS Power Entities"). (F4) The reporting person, through his position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, the reporting person may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. The reporting person disclaims beneficial ownership of such shares. (F1) The terms of the Amended and Restated Limited Liability Company Agreement of OpCo (as defined below) provide certain holders of units of OpCo ("OpCo LLC Units") with certain rights to cause OpCo to acquire all or a portion of the OpCo LLC Units, together with an equal number of shares of Class B Common Stock of the EVgo Inc. (the "Issuer") for shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed (the "Redemption Right"), subject to conversion rate and other settlement adjustments. The OpCo LLC Units, the shares of Class B Common Stock and the right to exercise the Redemption Right have no expiration date. |
| 3 | Derivative | EVgo OpCo LLC Units | 2024-12-18 | C | D | 23,000,000 | $0.00 | 172,800,000 | I See footnote | — · — to — | 23,000,000 Class A Common Stock | (F3) The shares of Class B Common Stock of the Issuer and units of EVgo OpCo, LLC ("OpCo") are held directly by EVgo Holdings, LLC, a Delaware limited liability company ("EVgo Holdings"). EVgo Holdings is controlled by EVgo Member Holdings, LLC, a Delaware limited liability company ("EVgo Member"), and directly holds all reported securities except the 5,882,352 shares of Class A Common Stock of the Issuer, which are directly held by EVgo Member. The sole member of EVgo Member is LS Power Equity Partners IV, L.P., a Delaware limited partnership ("LSPEP IV"), which is managed by LS Power Equity Advisors, LLC, a Delaware limited liability company ("LSP Advisors" and together with EVgo Member and LSPEP IV, the "LS Power Entities"). (F4) The reporting person, through his position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, the reporting person may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. The reporting person disclaims beneficial ownership of such shares. (F1) The terms of the Amended and Restated Limited Liability Company Agreement of OpCo (as defined below) provide certain holders of units of OpCo ("OpCo LLC Units") with certain rights to cause OpCo to acquire all or a portion of the OpCo LLC Units, together with an equal number of shares of Class B Common Stock of the EVgo Inc. (the "Issuer") for shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed (the "Redemption Right"), subject to conversion rate and other settlement adjustments. The OpCo LLC Units, the shares of Class B Common Stock and the right to exercise the Redemption Right have no expiration date. |
| 4 | Derivative | Class B Common Stock | 2024-12-18 | C | D | 23,000,000 | $0.00 | 172,800,000 | I See footnote | — · — to — | 23,000,000 Class A Common Stock | (F3) The shares of Class B Common Stock of the Issuer and units of EVgo OpCo, LLC ("OpCo") are held directly by EVgo Holdings, LLC, a Delaware limited liability company ("EVgo Holdings"). EVgo Holdings is controlled by EVgo Member Holdings, LLC, a Delaware limited liability company ("EVgo Member"), and directly holds all reported securities except the 5,882,352 shares of Class A Common Stock of the Issuer, which are directly held by EVgo Member. The sole member of EVgo Member is LS Power Equity Partners IV, L.P., a Delaware limited partnership ("LSPEP IV"), which is managed by LS Power Equity Advisors, LLC, a Delaware limited liability company ("LSP Advisors" and together with EVgo Member and LSPEP IV, the "LS Power Entities"). (F4) The reporting person, through his position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, the reporting person may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. The reporting person disclaims beneficial ownership of such shares. (F1) The terms of the Amended and Restated Limited Liability Company Agreement of OpCo (as defined below) provide certain holders of units of OpCo ("OpCo LLC Units") with certain rights to cause OpCo to acquire all or a portion of the OpCo LLC Units, together with an equal number of shares of Class B Common Stock of the EVgo Inc. (the "Issuer") for shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed (the "Redemption Right"), subject to conversion rate and other settlement adjustments. The OpCo LLC Units, the shares of Class B Common Stock and the right to exercise the Redemption Right have no expiration date. |