Sec Form 4 Filing - TotalEnergies SE @ Clearway Energy, Inc. - 2022-12-12

Insider filing report for Changes in Beneficial Ownership
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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
TotalEnergies SE
2. Issuer Name and Ticker or Trading Symbol
Clearway Energy, Inc. [ CWEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2, PLACE JEAN MILLIER, LA DEFENSE 6
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2022
(Street)
COURBEVOIE, I092400
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 C Common Stock 12/12/2022 J( 1 ) 3,004 D $ 33.29 88,702 I See Footnote( 2 )( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TotalEnergies SE
2, PLACE JEAN MILLIER
LA DEFENSE 6
COURBEVOIE, I092400
X X
TotalEnergies Gestion USA SARL
2, PLACE JEAN MILLIER
LA DEFENSE 6
COURBEVOIE, I092400
X X
TotalEnergies Holdings USA, Inc.
1201 LOUISIANA ST. SUITE 1800,
HOUSTON, TX77002
X X
TotalEnergies Delaware, Inc.
1201 LOUISIANA ST. SUITE 1800,
HOUSTON, TX77002
X X
TotalEnergies Renewables USA, LLC
1201 LOUISIANA ST. SUITE 1800,
HOUSTON, TX77002
X X
Signatures
TOTALENERGIES SE By: Name: Marine Delaitre Title: Authorized Signatory 12/14/2022
Signature of Reporting Person Date
TOTALENERGIES GESTION USA SARL By: Name: Eric Bozec Title: General Manager 12/14/2022
Signature of Reporting Person Date
TOTALENERGIES HOLDINGS USA, INC. By: Name: Albert Shung Title: Assistant Secretary 12/14/2022
Signature of Reporting Person Date
TOTALENERGIES DELAWARE, INC. By: Name: Albert Shung Title: Secretary 12/14/2022
Signature of Reporting Person Date
TOTALENERGIES RENEWABLES USA, LLC By: Name: Albert Shung Title: Secretary 12/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects grant of shares of restricted stock of the Issuer granted by Clearway Energy Group LLC ("Clearway Energy Group") under its Long Term Equity Incentive Program to one or more of its employees.
( 2 )The securities reported herein are held directly by Clearway Energy Group, a wholly owned subsidiary of GIP III Zephyr Acquisition Partners, L.P. ("GIP"). TotalEnergies Renewables USA, LLC holds 50% of the equity interests in Zephyr Holdings GP, LLC, which is the general partner of GIP. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC. TotalEnergies Gestion USA SARL, which is a direct wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. As a result, each of the foregoing entities may be deemed to beneficially own the securities reported herein.
( 3 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the securities reported herein for purposes of Section 16 or for any other purpose.

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