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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/08/2023 |
3. Issuer Name and Ticker or Trading Symbol
NET Power Inc. [ NPWR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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 | 500,000(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 B Common Stock (together with Opco Units)(2) | (2) | (2) | Class A Common Stock | 36,030,716(1) | (2) | D |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Constellation Energy Corporation ("Constellation") may be deemed to indirectly beneficially own the securities held directly by Constellation Energy Generation, LLC ("CEG") and reported herein because CEG is a wholly-owned subsidiary of Constellation, a publicly traded company listed on The Nasdaq Stock Market LLC. Constellation disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and the inclusion of those securities in this report shall not be deemed an admission of beneficial ownership thereby of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. |
2. Each Class A Unit of Net Power Operations LLC (f/k/a Rice Acquisition Holdings II LLC) (collectively, the "Opco Units"), a wholly-owned subsidiary of NET Power Inc. (the "Issuer"), held by CEG is redeemable at CEG's request in exchange for one share of Class A common stock of the Issuer or, at the Issuer's election, cash. Upon CEG's redemption of any Opco Units, an equal number of shares of Class B common stock of the Issuer ("Class B Common Stock") held by CEG will be canceled. The shares of Class B Common Stock carry no separate economic rights but vote together with the Opco Units. |
/s/ Brian Buck, Assistant Secretary of Constellation Energy Corporation | 06/20/2023 | |
/s/ Brian Buck, Assistant Secretary of Constellation Energy Generation, LLC | 06/20/2023 | |
** 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 Number. |