Sec Form 3 Filing - OCCIDENTAL PETROLEUM CORP /DE/ @ NET Power Inc. - 2023-06-08

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 OCCIDENTAL PETROLEUM CORP /DE/ 2. Issuer Name and Ticker or Trading Symbol NET Power Inc. [ NPWR] 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) 5 GREENWAY PLAZA SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 06/08/2023 (Street) HOUSTON, TX77046 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 A common stock, par value $0.0001 per share 33,999,995 I See Footnote ( 1 ) Class B common stock, par value $0.0001 per share 55,553,247 I See Footnote ( 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 Class A units ( 2 ) ( 2 ) ( 2 ) Class A common stock, par value $0.0001 per share 55,553,247 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OCCIDENTAL PETROLEUM CORP /DE/ 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX77046 X X OXY USA INC 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX77046 X X Oxy Low Carbon Ventures, LLC 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX77046 X X OLCV Net Power, LLC 5 GREENWAY PLAZA SUITE 110 HOUSTON, TX77046 X X Signatures /s/ Nicole E. Clark, as Vice President and Secretary of OLCV Net Power, LLC 06/20/2023 Signature of Reporting Person Date /s/ Nicole E. Clark, as Vice President and Secretary of Oxy Low Carbon Ventures, LLC 06/20/2023 Signature of Reporting Person Date /s/ Nicole E. Clark, as Vice President and Secretary of OXY USA Inc. 06/20/2023 Signature of Reporting Person Date /s/ Nicole E. Clark, as Vice President, Corporate Secretary and Chief Compliance Officer of Occidental Petroleum Corporation 06/20/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )OLCV Net Power, LLC ("OLCV Net Power") is the owner of record of such shares. OLCV Net Power is a direct, wholly owned subsidiary of Oxy Low Carbon Ventures, LLC ("OLCV"). OLCV is a direct, wholly owned subsidiary of OXY USA Inc. ("OXY USA"). OXY USA is a direct, wholly owned subsidiary of Occidental Petroleum Corporation ("Occidental," and collectively, the "Reporting Persons"). OLCV, OXY USA and Occidental, as a result of such relationships, may be deemed to indirectly beneficially own the shares of Class A Common Stock and Class B Common Stock (each as defined below) owned of record by OLCV Net Power and the Opco Units (as defined below). ( 2 )OLCV Net Power owns 55,553,247 Class A units ("Opco Units") of NET Power Operations LLC ("Opco"), in which the Issuer is the sole managing member and whose equity interests are the Issuer's only asset, and an equivalent number of shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"). Pursuant to the limited liability company agreement of Opco, at the request of the holder, each Opco Unit may be redeemed at any time for, at the Issuer's election, a newly issued share of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), or cash, and upon redemption of such Opco Unit, a share of Class B Common Stock shall be surrendered by the holder and canceled by the Issuer. For more information, see the Reporting Persons' Schedule 13D filed with the Securities and Exchange Commission on June 20, 2023 (the "Schedule 13D").

Remarks: OLCV Net Power directly acquired (and, through the relationships described in footnote 1, the other Reporting Persons indirectly acquired) beneficial ownership of the securities reported herein in the Issuer's business combination and substantially concurrent PIPE financing. For more information, see the Schedule 13D. Each of the Reporting Persons disclaims beneficial ownership in such securities, except to the extent of its pecuniary interest therein. Each of the Reporting Persons may be deemed a director by deputization, by virtue of their director designees on the board of directors of the Issuer as described in the Schedule 13D.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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