Sec Form 3 Filing - Reyes Jose N Jr @ NUSCALE POWER Corp - 2022-05-02

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
Reyes Jose N Jr
2. Issuer Name and Ticker or Trading Symbol
NUSCALE POWER Corp [ SMR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
6650 SW REDWOOD LANE, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
05/02/2022
(Street)
PORTLAND, OR97224
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Employee Stock Option (right to buy) $ 0.64 ( 1 ) 09/13/2023 Class A Common Stock 480,110 I By Jose N. Reyes, Jr. Trust, dated August 2, 2021
Employee Stock Option (right to buy) $ 3.24 ( 2 ) 02/19/2026 Class A Common Stock 242,480 I By Jose N. Reyes, Jr. Trust, dated August 2, 2021
Employee Stock Option (right to buy) $ 3.41 ( 3 ) 02/14/2028 Class A Common Stock 889,555 I By Jose N. Reyes, Jr. Trust, dated August 2, 2021
Employee Stock Option (right to buy) $ 6.41 ( 4 ) 03/31/2031 Class A Common Stock 190,866 I By Jose N. Reyes, Jr. Trust, dated August 2, 2021
Paired Interests ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 151,203( 6 ) I By Donna Jean Reyes Trust, dated August 2, 2021
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reyes Jose N Jr
6650 SW REDWOOD LANE, SUITE 210
PORTLAND, OR97224
Chief Technology Officer
Signatures
Patrick C. Cannon, attorney-in-fact for Jose N. Reyes, Jr. 05/12/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option became exercisable for 25% of the shares on February 1, 2013, and for 1/48th of the shares at the end of each one-month period thereafter, so that the option became fully exercisable on February 1, 2016.
( 2 )The option became exercisable for 25% of the shares on August 1, 2016, and for 1/48th of the shares at the end of each one-month period thereafter, so that the option became fully exercisable on August 1, 2019.
( 3 )The option became exercisable for 25% of the shares on March 1, 2018, and for 1/48th of the shares at the end of each one-month period thereafter, so that the option became fully exercisable on March 1, 2021.
( 4 )The option became exercisable for 25% of the shares on April 1, 2021, and for 1/48th of the shares at the end of each one-month period thereafter, so that the option will become fully exercisable on April 1, 2024.
( 5 )The term "Paired Interests" is used herein to refer to the economic, non-voting Class B Units of NuScale Power, LLC ("Class B Units") and an equal number of paired shares of non-economic, voting Class B Common Stock of the Issuer ("Class B Common Stock"). Pursuant to and subject to the applicable terms and conditions of the limited liability company agreement of NuScale Power, LLC or the certificate of incorporation of the Issuer (each as amended from time to time): (a) the holder of Class B Units has the right, and in certain circumstances the obligation, to exchange a Class B Unit on a one-for-one basis (subject to adjustment from time to time) for, at the option of the Issuer, (i) a share of Class A Common Stock of the Issuer or (ii) an equivalent value of cash in limited circumstances; and (b) upon such an exchange, the Issuer will cancel and retire, for no consideration, the paired share of Class B Common Stock.
( 6 )The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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