Sec Form 4 Filing - Decarbonization Plus Acquisition Sponsor IV LLC @ Decarbonization Plus Acquisition Corp IV - 2023-02-22

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FORM 4
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
Decarbonization Plus Acquisition Sponsor IV LLC
2. Issuer Name and Ticker or Trading Symbol
Decarbonization Plus Acquisition Corp IV [ DCRD]
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)
C/O DECARBONIZATION PLUS ACQ CORP. IV, 2744 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
02/22/2023
(Street)
MENLO PARK, CA94025
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
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 B Common Shares ( 1 ) ( 2 ) 02/22/2023 D 3,464,323 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Shares 3,464,323 ( 1 ) ( 2 ) 0 I See Footnotes ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Decarbonization Plus Acquisition Sponsor IV LLC
C/O DECARBONIZATION PLUS ACQ CORP. IV
2744 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
RIVERSTONE HOLDINGS LLC
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X
LEUSCHEN DAVID M
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X
LAPEYRE PIERRE F JR
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X
Signatures
Decarbonization Plus Acquisition Sponsor IV LLC, /s/ Peter Haskopoulos, Managing Director 02/22/2023
Signature of Reporting Person Date
Riverstone Holdings LLC, /s/ Peter Haskopoulos, Authorized Person 02/22/2023
Signature of Reporting Person Date
David M. Leuschen, /s/ Peter Haskopoulos, Attorney-in-fact 02/22/2023
Signature of Reporting Person Date
Pierre F. Lapeyre, Jr., /s/ Peter Haskopoulos, Attorney-in-fact 02/22/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the closing of the business combination (the "Business Combination") between Decarbonization Plus Acquisition Corporation IV ("DCRD"), Hammerhead Resources Inc., an Alberta corporation ("Hammerhead"), Hammerhead Energy Inc., an Alberta corporation and wholly owned subsidiary of Hammerhead ("NewCo"), and 2453729 Alberta ULC, an Alberta unlimited liability corporation and wholly owned subsidiary of DCRD, on February 21, 2023, DCRD transferred by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the Cayman Islands Companies Act (as amended) and domesticated as an Alberta corporation in accordance with the applicable provisions of the Business Corporations Act (Alberta) (such transfer by way of continuation and domestication, the "Domestication").
( 2 )(Continued from footnote 1) Pursuant to the Domestication, each Class B ordinary share of DCRD was exchanged for one Class B common share of DCRD ("DCRD Class B Common Share"). Following the Domestication, on February 22, 2023, DCRD amalgamated with NewCo (the "SPAC Amalgamation") to form one corporate entity ("New SPAC") with NewCo surviving the SPAC Amalgamation as New SPAC. Pursuant to the SPAC Amalgamation, each DCRD Class B Common Share issued and outstanding immediately prior to the effective time of the SPAC Amalgamation was exchanged, on a one-for-one basis, for a Class B common share in the authorized share capital of New SPAC.
( 3 )Decarbonization Plus Acquisition Sponsor IV LLC is the record holder of the securities reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which controls Decarbonization Plus Acquisition Sponsor IV LLC.
( 4 )Each of Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre, Jr. may be deemed to have or share beneficial ownership of the securities held directly by Decarbonization Plus Acquisition Sponsor IV LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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