Sec Form 3 Filing - Stonepeak Rocket Holdings LP @ Nuvve Holding Corp. - 2021-05-17

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 Stonepeak Rocket Holdings LP 2. Issuer Name and Ticker or Trading Symbol Nuvve Holding Corp. [ NVVE] 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) 55 HUDSON YARDS, 550 W. 34TH STREET, 48TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2021 (Street) NEW YORK, NY10001 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 Series B Warrants ( 1 ) ( 2 ) $ 10 ( 4 ) 05/17/2031 Common Stock 2,000,000 ( 5 ) ( 6 ) D ( 7 ) ( 8 ) ( 9 ) Series C Warrants ( 1 ) ( 2 ) $ 15 ( 4 ) 05/17/2031 Common Stock 1,000,000 ( 5 ) ( 6 ) D ( 7 ) ( 8 ) ( 9 ) Series D Warrants ( 1 ) ( 2 ) $ 20 ( 4 ) 05/17/2031 Common Stock 1,000,000 ( 5 ) ( 6 ) D ( 7 ) ( 8 ) ( 9 ) Series E Warrants ( 1 ) ( 2 ) $ 30 ( 4 ) 05/17/2031 Common Stock 1,000,000 ( 5 ) ( 6 ) D ( 7 ) ( 8 ) ( 9 ) Series F Warrants ( 1 ) ( 2 ) $ 40 ( 4 ) 05/17/2031 Common Stock 1,000,000 ( 5 ) ( 6 ) D ( 7 ) ( 8 ) ( 9 ) Options ( 3 ) $ 50 11/13/2021 11/17/2028 Common Stock 5,000,000 ( 5 ) ( 6 ) D ( 7 ) ( 8 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stonepeak Rocket Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Stonepeak Rocket Upper Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Stonepeak Associates IV LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Stonepeak GP Investors IV LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Stonepeak GP Investors Manager LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Dorrell Michael B. 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Evolve Transition Infrastructure LP 1360 POST OAK BLVD, SUITE 2400 HOUSTON, TX77056 X Signatures /s/ Michael B. Dorrell 05/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 17, 2021, Nuvve Holding Corp, a Delaware corporation (the "Issuer"), entered into a letter agreement (the "Letter Agreement") with Stonepeak Rocket Holdings LP, a Delaware limited partnership ("Stonepeak"), and Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve"), relating to the proposed formation of a joint venture, Levo Mobility LLC ("Levo," and such proposed joint venture, the "Proposed Transaction"). Pursuant to the Letter Agreement, the parties agreed to negotiate in good faith to finalize and enter into definitive agreements for the Proposed Transaction. In connection with the signing of the Letter Agreement, the Issuer issued to Stonepeak and Evolve ten-year warrants (collectively, the "Warrants") to purchase the Issuer's common stock, par value $0.0001 (the "Common Stock") (allocated 90% to Stonepeak and 10% to Evolve), as described in footnote 2. ( 2 )The Warrants issued to Stonepeak and Evolve comprise of (i) Series B warrants to purchase 2,000,000 shares of Common Stock, in the aggregate, (ii) Series C warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iii) Series D warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iv) Series E warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, and (v) Series F warrants to purchase 1,000,000 shares of Common Stock, in the aggregate. The Series B warrants were fully vested upon issuance. Each of the Series C, Series D, Series E and Series F warrants were vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $125 million, $250 million, $375 million and $500 million in aggregate capital expenditures, respectively. ( 3 )In connection with the signing of the Letter Agreement, the Issuer also entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Stonepeak and Evolve, pursuant to which, from time to time between November 13, 2021 and November 17, 2028, Stonepeak and Evolve may elect, in their sole discretion, to purchase up to an aggregate of $250 million in shares of Common Stock at a purchase price of $50.00 per share (allocated 90% to Stonepeak and 10% to Evolve). ( 4 )The Warrants are exercisable 180 days after the applicable vesting date described in footnote 2 above. ( 5 )Unless the Issuer obtains the approval of its stockholders, the aggregate number of shares of Common Stock that may be issued under the Warrants and the Securities Purchase Agreement may not exceed 3,729,622 shares (such number, the "Stockholder Approval Threshold"), which is the maximum number of shares of Common Stock which the Issuer may issue without stockholder approval under the stockholder approval rules of The Nasdaq Stock Market LLC ("Nasdaq"), including Nasdaq Listing Rules 5635(a) and 5635(d). Until such stockholder approval is obtained, the number of shares of Common Stock issuable pursuant to the Warrants and the Securities Purchase Agreement will be reduced in the manner set forth in the Warrants such that the number of shares of Common Stock issuable does not exceed the Stockholder Approval Threshold. ( 6 )In addition, unless the Issuer obtains the approval of its stockholders, the Warrants may not be exercised, and elections to purchase under the Securities Purchase Agreement may not be made, to the extent that, after giving effect to such exercise or election, Stonepeak or Evolve, together with their affiliates, collectively would beneficially own in excess of 19.99% of the Common Stock. ( 7 )The securities that are the subject of this Form 3 are directly beneficially owned 90% by Stonepeak and 10% by Evolve. Stonepeak Associates IV LLC is the general partner of Stonepeak and Stonepeak Rocket Upper Holdings LP. Stonepeak GP Investors IV LLC is the sole member of Stonepeak Associates IV LLC. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors IV LLC. Mr. Dorrell serves as the managing member of Stonepeak GP Investors Manager LLC. Affiliates of Stonepeak, including Stonepeak GP Investors Manager LLC and Mr. Dorrell, directly and indirectly beneficially own a majority of the outstanding common units and preferred units of Evolve. ( 8 )Pursuant to Evolve's partnership agreement, its general partner conducts, directs and manages all of Evolve's activities under the authority of the general partner's board of directors. Affiliates of Stonepeak own 100% of the issued and outstanding equity interests in SP Holdings, LLC, which is the sole member of Evolve's general partner. SP Holdings, LLC has the right to appoint all of the members of the board of directors of Evolve's general partner other than two directors which are directly designated by an affiliate of Stonepeak pursuant to an Amended and Restated Board Representation and Standstill Agreement, dated as of August 2, 2019. As a result of the foregoing, affiliates of Stonepeak control Evolve and its general partner and have the ability to appoint all of the members of the board of directors of the general partner of Evolve. ( 9 )Each Reporting Person disclaims beneficial ownership of the securities set forth herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.

Remarks: Exhibit 99.1: Additional Signatures

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