Sec Form 4 Filing - Rice Acquisition Sponsor II LLC @ NET Power Inc. - 2023-06-30

FORM 4 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 Rice Acquisition Sponsor II 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 _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director and 10% owner (Last) (First) (Middle) 102 EAST MAIN STREET, SECOND STORY 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2023 (Street) CARNEGIE, PA15106 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 Class A Common Stock 06/30/2023 J( 1 ) 2,500 D $ 0 ( 1 ) 0 D Class B Common Stock 06/30/2023 J( 1 ) 7,535,000 D $ 0 ( 1 ) 0 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 A Units of NET Power Operations LLC ( 2 ) 06/30/2023 J( 1 ) 100 ( 2 ) ( 2 ) Class A Common Stock 100 $ 0 ( 1 ) 0 D Class B Units of NET Power Operations LLC ( 3 ) 06/30/2023 J( 1 ) 7,534,900 ( 3 ) ( 3 ) Class A Common Stock 7,534,900 $ 0 ( 1 ) 0 D Warrants $ 11.5 06/30/2023 J( 1 ) 10,900,000 07/08/2023 06/08/2028 Class A Common Stock 10,900,000 $ 0 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rice Acquisition Sponsor II LLC 102 EAST MAIN STREET, SECOND STORY CARNEGIE, PA15106 Former Director and 10% owner Signatures /s/ James Wilmot Rogers as Attorney-in-Fact 06/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the pro rata distribution of the securities of the issuer held by the reporting person to all of its members. Prior to such distribution, and as of the date hereof, no such securities have been disposed of for cash by either the reporting person or its members. ( 2 )The Class A Units of NET Power Operations LLC ("Opco") (together with the corresponding shares of the issuer's Class B common stock) are exchangeable into shares of the issuer's Class A common stock or cash, at the issuer's election, on a one-for-one basis and have no expiration date. ( 3 )The Class B Units of Opco are convertible into Class A Units of Opco on a one-for-one basis pursuant to the terms of the limited liability agreement of Opco. The Class A Units of Opco (together with the corresponding shares of the issuer's Class B common stock) are then exchangeable into shares of the issuer's Class A common stock or cash, at the issuer's election, on a one-for-one basis and have no expiration date.

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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