Sec Form 3 Filing - CONSTELLATION ENERGY GENERATION LLC @ NET Power Inc. - 2023-06-08

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
CONSTELLATION ENERGY GENERATION LLC
2. Issuer Name and Ticker or Trading Symbol
NET Power Inc. [ NPWR]
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)
C/O CONSTELLATION ENERGY CORPORATION, 1310 POINT STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2023
(Street)
BALTIMORE, MD21231
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 500,000 ( 1 ) D
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 B Common Stock (together with Opco Units) ( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 36,030,716 ( 1 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONSTELLATION ENERGY GENERATION LLC
C/O CONSTELLATION ENERGY CORPORATION
1310 POINT STREET
BALTIMORE, MD21231
X
Constellation Energy Corp
1310 POINT STREET
BALTIMORE, MD21231
X
Signatures
/s/ Brian Buck, Assistant Secretary of Constellation Energy Corporation 06/20/2023
Signature of Reporting Person Date
/s/ Brian Buck, Assistant Secretary of Constellation Energy Generation, LLC 06/20/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Constellation Energy Corporation ("Constellation") may be deemed to indirectly beneficially own the securities held directly by Constellation Energy Generation, LLC ("CEG") and reported herein because CEG is a wholly-owned subsidiary of Constellation, a publicly traded company listed on The Nasdaq Stock Market LLC. Constellation disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and the inclusion of those securities in this report shall not be deemed an admission of beneficial ownership thereby of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.
( 2 )Each Class A Unit of Net Power Operations LLC (f/k/a Rice Acquisition Holdings II LLC) (collectively, the "Opco Units"), a wholly-owned subsidiary of NET Power Inc. (the "Issuer"), held by CEG is redeemable at CEG's request in exchange for one share of Class A common stock of the Issuer or, at the Issuer's election, cash. Upon CEG's redemption of any Opco Units, an equal number of shares of Class B common stock of the Issuer ("Class B Common Stock") held by CEG will be canceled. The shares of Class B Common Stock carry no separate economic rights but vote together with the Opco Units.

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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