SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* OCCIDENTAL PETROLEUM CORP /DE/ (Last) (First) (Middle) 5 GREENWAY PLAZA SUITE 110 (Street) HOUSTON TX 77046 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/08/2023	3. Issuer Name and Ticker or Trading Symbol NET Power Inc. [ NPWR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	33,999,995	I	See Footnote(1)
Class B common stock, par value $0.0001 per share	55,553,247	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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	55,553,247	(2)	I	See Footnote(1)

1. Name and Address of Reporting Person* OCCIDENTAL PETROLEUM CORP /DE/ (Last) (First) (Middle) 5 GREENWAY PLAZA SUITE 110 (Street) HOUSTON TX 77046 (City) (State) (Zip)

1. Name and Address of Reporting Person* OXY USA INC (Last) (First) (Middle) 5 GREENWAY PLAZA SUITE 110 (Street) HOUSTON TX 77046 (City) (State) (Zip)

1. Name and Address of Reporting Person* Oxy Low Carbon Ventures, LLC (Last) (First) (Middle) 5 GREENWAY PLAZA SUITE 110 (Street) HOUSTON TX 77046 (City) (State) (Zip)

1. Name and Address of Reporting Person* OLCV Net Power, LLC (Last) (First) (Middle) 5 GREENWAY PLAZA SUITE 110 (Street) HOUSTON TX 77046 (City) (State) (Zip)

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.

	/s/ Nicole E. Clark, as Vice President and Secretary of OLCV Net Power, LLC	06/20/2023
	/s/ Nicole E. Clark, as Vice President and Secretary of Oxy Low Carbon Ventures, LLC	06/20/2023
	/s/ Nicole E. Clark, as Vice President and Secretary of OXY USA Inc.	06/20/2023
	/s/ Nicole E. Clark, as Vice President, Corporate Secretary and Chief Compliance Officer of Occidental Petroleum Corporation	06/20/2023
	** Signature of Reporting Person	Date
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