Sec Form 3 Filing - BLUESCAPE CLEAN FUELS HOLDINGS, LLC @ Verde Clean Fuels, Inc. - 2023-02-15

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BLUESCAPE CLEAN FUELS HOLDINGS, LLC
2. Issuer Name and Ticker or Trading Symbol
Verde Clean Fuels, Inc. [ VGAS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 1860
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2023
(Street)
DALLAS, TX75201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 800,000 ( 1 ) I See note 1.
Class C Common Stock 22,500,000 ( 1 ) I See note 1.
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class C Units ( 2 ) ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 22,500,000 I See note 1.
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BLUESCAPE CLEAN FUELS HOLDINGS, LLC
300 CRESCENT COURT, SUITE 1860
DALLAS, TX75201
X
BLUESCAPE ENERGY RECAPITALIZATION & RESTRUCTURING FUND IV LP
200 CRESCENT COURT, SUITE 1900
DALLAS, TX75201
X
Bluescape Energy Partners LLC
300 CRESCENT COURT, SUITE 1860
DALLAS, TX75201
X
Signatures
BLUESCAPE CLEAN FUELS HOLDINGS, LLC, By: Bluescape Energy Recapitalization and Restructuring Fund IV LP, its manager, By: Bluescape Energy Partners LLC, its general partner, By: /s/ C. John Wilder, Authorized Signatory 02/17/2023
Signature of Reporting Person Date
BLUESCAPE ENERGY RECAPITALIZATION AND RESTRUCTURING FUND IV LP, By: Bluescape Energy Partners LLC, its general partner, By: /s/ C. John Wilder, Name: C. John Wilder, Title: Executive Chairman 02/17/2023
Signature of Reporting Person Date
BLUESCAPE ENERGY PARTNERS LLC, By: /s/ C. John Wilder, Name: C. John Wilder, Title: Executive Chairman 02/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are owned directly by Bluescape Clean Fuels Holdings, LLC ("Holdings"). Holdings is a 100% owned subsidiary (portfolio company) of Bluescape Energy Recapitalization and Restructuring Fund IV LP ("BERR"). Bluescape Energy Partners LLC ("Bluescape Partners") is the general partner of BERR. Mr. C. John Wilder is the manager of Bluescape Partners. Mr. Wilder disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 2 )"Class C Units" means ownership interests in Verde Clean Fuels OpCo, LLC ("Verde LLC"). The Issuer is the sole managing member of Verde LLC.
( 3 )The limited liability company agreement of Verde LLC provides certain holders of Class C Units with certain rights to cause Verde LLC to acquire all or a portion of the Class C Units (the "Redemption Right") for, at Verde LLC's election, (a) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Class C Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (b) an equivalent amount of cash. The Class C Units and the right to exercise the Redemption Right have no expiration date.

Remarks:
This joint Form 3 is filed on behalf of Holdings, BERR and Bluescape Partners (collectively, the "Reporting Persons"). The address of each of the Reporting Persons is 300 Crescent Court, Suite 1860, Dallas, TX 75201.

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).
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