SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

8 Rivers Capital, LLC

(Last)

(First)

(Middle)

406 BLACKWELL STREET, 4TH FLOOR

(Street)

DURHAM

27701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NET Power Inc. [ NPWR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2024

4. 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 Acquired, Disposed of, or Beneficially Owned**
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/03/2024		C		500,000	A	⁽¹⁾	500,000	I	By: NPEH, LLC⁽⁶⁾⁽⁷⁾
Class B Common Stock	09/03/2024		J		500,000	D	⁽²⁾	29,505,300	I	By: NPEH, LLC⁽⁶⁾⁽⁷⁾
Class A Common Stock	09/04/2024		S		83,325	D	$8.1043⁽³⁾	416,675	I	By: NPEH, LLC⁽⁶⁾⁽⁷⁾
Class A Common Stock	09/05/2024		S		160,521	D	$7.9367⁽⁴⁾	256,154	I	By: NPEH, LLC⁽⁶⁾⁽⁷⁾
Class A Common Stock	09/06/2024		S		66,825	D	$7.8831⁽⁵⁾	189,329	I	By: NPEH, LLC⁽⁶⁾⁽⁷⁾

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
**(e.g., puts, calls, warrants, options, convertible securities)**
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Units of NET Power Operations LLC	⁽¹⁾	09/03/2024		C			500,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	500,000	$0	29,505,300	I	By: NPEH, LLC⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

8 Rivers Capital, LLC

(Last)

(First)

(Middle)

406 BLACKWELL STREET, 4TH FLOOR

(Street)

DURHAM

27701

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SK INC.

(Last)

(First)

(Middle)

26, JONG-RO, JONGNO-GU

(Street)

SEOUL

03188

(City)

(State)

(Zip)

Explanation of Responses:

1. The Class A Units of NET Power Operations LLC are exchangeable into shares of the Issuer's Class A Common Stock or, at the Issuer's election, cash, on a one-for-one basis and have no expiration date. On September 3, 2024, NPEH, LLC ("NPEH") exchanged 500,000 Class A Units of NET Power Operations LLC for 500,000 shares of the Issuer's Class A Common Stock.

2. For each Class A Unit of Net Power Operations LLC, NPEH owns a corresponding share of Class B Common Stock of the Issuer. Upon the exchange of 500,000 Class A Units of Net Power Operations LLC, an equal number of shares of Class B Common Stock of the Issuer held by NPEH, which have no economic value, were cancelled.

3. The price reported reflects the weighted average sales price. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $7.97 to $8.20. NPEH will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. The price reported reflects the weighted average sales price. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $7.86 to $8.05. NPEH will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. The price reported reflects the weighted average sales price. The shares of Class A Common Stock were sold in multiple trades at prices ranging from $7.77 to $7.96. NPEH will provide upon request to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. As manager and holder of approximately 91.4% of the outstanding equity in NPEH, 8 Rivers Capital, LLC ("8 Rivers") may be deemed to be a beneficial owner of the securities directly owned by NPEH. 8 Rivers disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that 8 Rivers is the beneficial owner of such securities for purposes of Section 16 or otherwise.

7. SK Inc. ("SK") indirectly beneficially owns 100.0% of each of Tillandsia, Inc. ("Tillandsia"), Areca, Inc. ("Areca") and Chamaedorea, Inc. ("Chamaedorea"). Each of Tillandsia, Areca and Chamaedorea beneficially owns approximately 18.06%, 25.02% and 23.41%, respectively, of the voting units of 8 Rivers and thus SK may be deemed to be a beneficial owner of the securities beneficially owned by 8 Rivers and NPEH. SK disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that SK is the beneficial owner of such securities for purposes of Section 16 or otherwise.

	/s/ Asheley Kinsey, Chief Financial Officer of 8 Rivers Capital, LLC	09/06/2024
	/s/ Munhyuk Jang, Head of Corporate Management Department of SK Inc.	09/06/2024
	** 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.

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