Sec Form 3 Filing - Stonepeak GP Investors Holdings LP @ Nuvve Holding Corp. - 2023-06-26

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 GP Investors 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) 06/26/2023 (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 1,800,000 ( 5 ) I ( 6 ) ( 7 ) ( 8 ) See Footnotes ( 6 ) ( 7 ) ( 8 ) Series C Warrants ( 1 ) ( 2 ) $ 15 ( 4 ) 05/17/2031 Common Stock 900,000 ( 5 ) I ( 6 ) ( 7 ) ( 8 ) See Footnotes ( 6 ) ( 7 ) ( 8 ) Series D Warrants ( 1 ) ( 2 ) $ 20 ( 4 ) 05/17/2031 Common Stock 900,000 ( 5 ) I ( 6 ) ( 7 ) ( 8 ) See Footnotes ( 6 ) ( 7 ) ( 8 ) Series E Warrants ( 1 ) ( 2 ) $ 30 ( 4 ) 05/17/2031 Common Stock 900,000 ( 5 ) I ( 6 ) ( 7 ) ( 8 ) See Footnotes ( 6 ) ( 7 ) ( 8 ) Series F Warrants ( 1 ) ( 2 ) $ 40 ( 4 ) 05/17/2031 Common Stock 900,000 ( 5 ) I ( 6 ) ( 7 ) ( 8 ) See Footnotes ( 6 ) ( 7 ) ( 8 ) Options ( 3 ) $ 50 11/13/2021 11/17/2028 Common Stock 4,500,000 ( 5 ) I ( 6 ) ( 7 ) ( 8 ) See Footnotes ( 6 ) ( 7 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stonepeak GP Investors Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Stonepeak GP Investors Upper Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Stonepeak GP Investors Holdings Manager LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Signatures See Exhibit 99.1 07/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 4, 2021, the transactions contemplated by that certain Letter Agreement, dated as of May 17, 2021, by and among Nuvve Holding Corp, a Delaware corporation (the "Issuer"), Stonepeak Rocket Holdings LP, a Delaware limited partnership ("Stonepeak"), and Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve"), were consummated pursuant to the terms and conditions thereof (the "Closing"). In connection with signing the Letter Agreement, on May 17, 2021, 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 the joint venture, Levo Mobility LLC, 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 )Effective as of August 4, 2021, Stonepeak transferred the Warrants and its rights under the Securities Purchase Agreement to Stonepeak Rocket Holdings II LP, a Delaware limited partnership. ( 6 )The securities that are the subject of this Form 3 are directly beneficially owned by Stonepeak Rocket Holdings II LP. Stonepeak Associates IV LLC is the general partner of Stonepeak Rocket Holdings II LP. Stonepeak GP Investors IV LLC is the sole member of Stonepeak Associates IV LLC. Stonepeak GP Investors Holdings LP is the managing member of Stonepeak GP Investors IV LLC. Stonepeak GP Investors Upper Holdings LP is the general partner of Stonepeak GP Investors Holdings LP. Stonepeak GP Investors Holdings Manager LLC is the general partner of Stonepeak GP Investors Upper Holdings LP. Mr. Michael B. Dorrell is the sole member of Stonepeak GP Investors Holdings Manager LLC. Mr. Michael B. Dorrell is the Chairman, Chief Executive Officer, co-founder and sole member of Stonepeak GP Investors Holdings Manager LLC. ( 7 )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. ( 8 )Each of Stonepeak Rocket Holdings II LP, Stonepeak Associates IV LLC, Stonepeak GP Investors IV LLC, and Mr. Dorrell previously reported their beneficial ownership of the securities reported herein.

Remarks: Exhibit 99.1: Additional Signatures

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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