Sec Form 3 Filing - Wood River Capital, LLC @ Eos Energy Enterprises, Inc. - 2022-12-30

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 Wood River Capital, LLC 2. Issuer Name and Ticker or Trading Symbol Eos Energy Enterprises, Inc. [ EOSE] 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) 4111 E. 37TH STREET NORTH 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2022 (Street) WICHITA, KS67220 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 Common Stock 2,538,261 D( 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 5% / 6% Convertible Senior PIK Toggle Notes Due 2026( 2 ) $ 20( 4 ) 07/07/2021 06/20/2026 Common Stock 5,458,330( 3 ) D( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wood River Capital, LLC 4111 E. 37TH STREET NORTH WICHITA, KS67220 X KOCH INDUSTRIES INC 4111 E. 37TH STREET NORTH WICHITA, KS67220 X Signatures Wood River Capital, LLC /s/ Raffaele G. Fazio, Vice President and Secretary 01/04/2023 Signature of Reporting Person Date Koch Industries, Inc. /s/ Raffaele G. Fazio, Assistant Secretary 01/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Wood River Capital, LLC ("Wood River") is beneficially owned by SCC Holdings, LLC ("SCC"), SCC is beneficially owned by KIM, LLC ("KIM"), KIM is beneficially owned by Koch Investments Group, LLC ("KIG"), KIG is beneficially owned by Koch Investments Group Holdings, LLC ("KIGH"), and KIGH is beneficially owned by Koch Industries, Inc. ("Koch Industries"), in each case by means of ownership of all voting equity instruments. Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the shares of common stock of Eos Energy Enterprises, Inc. (the "Issuer") held by Wood River by virtue of (i) Koch Industries' beneficial ownership of KIGH, (ii) KIGH's beneficial ownership of KIG, (iii) KIG's beneficial ownership of KIM, (iv) KIM's beneficial ownership of SCC and (v) SCC's beneficial ownership of Wood River. ( 2 )On July 6, 2021, Spring Creek Capital, LLC (the "Company") entered into an investment agreement (the "Investment Agreement") with the Issuer relating to the issuance and sale of $100,000,000 in aggregate principal amount of the Issuer's 5%/6% Convertible Senior PIK Toggle Notes due 2026 (the "Notes"). The Notes were issued to Spring Creek on July 7, 2021. As permitted by the Investment Agreement, the Company reissued the Notes pursuant to an indenture with Wilmington Trust, National Association, as trustee, dated as of April 7, 2022, in an aggregate principal amount of $102,900,000, including $2,900,000 principal amount of the Notes representing interest previously paid in kind. On May 2, 2022, Spring Creek transferred the Notes to Wood River. No consideration was paid by Wood River to Spring Creek in connection with this transfer. The Notes are convertible into shares of the Issuer's common stock at the holder's option at any time until the business day prior to the maturity date. ( 3 )Represents 5,458,330 shares of the Issuer's common stock issuable to Wood River upon conversion of the $109,166,610 outstanding aggregate principal amount of the Notes held by Wood River, which amount includes $3,179,610 aggregate principal amount of the Notes acquired by Wood River as a result of the Issuer's notification that, in connection with the December 30, 2022 interest payment on the Notes, the Issuer had elected to have all accrued and unpaid interest on the Notes to, but not including, the interest payment date of December 30, 2022 paid-in-kind as an increase to the aggregate principal amount of the Notes. ( 4 )Represents the effective conversion price per share of the Issuer's common stock based on the initial conversion rate of 49.9910 shares per $1,000 principal amount of the Notes. The conversion price is subject to adjustment upon the occurrence of certain dilutive events such as stock splits and combinations, stock dividends, mergers and spin-offs.

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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