Sec Form 4 Filing - Derham Kyle @ NET Power Inc. - 2023-06-30

Insider filing report for Changes in Beneficial Ownership
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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
Derham Kyle
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O NET POWER, INC., 404 HUNT STREET, SUITE 410
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2023
(Street)
DURHAM, NC27701-2275
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 B Common Stock 06/30/2023 J( 1 ) 1,390,348 A $ 0 ( 1 ) 1,390,348 ( 2 ) D
Class B Common Stock 06/30/2023 J( 1 ) 286,320 A $ 0 ( 1 ) 1,676,668 ( 2 ) I The Derham Children's Trust of 2020 ( 3 )
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 Units of NET Power Operations LLC ( 4 ) 06/30/2023 J( 1 ) 1,390,348 ( 4 ) ( 4 ) Class A Common Stock 1,390,348 $ 0 ( 1 ) 1,390,348 D
Class B Units of NET Power Operations LLC ( 4 ) 06/30/2023 J( 1 ) 286,320 ( 4 ) ( 4 ) Class A Common Stock 286,320 $ 0 ( 1 ) 1,676,668 I The Derham Children's Trust of 2020 ( 3 )
Warrants $ 11.5 06/30/2023 J( 1 ) 2,010,586 07/08/2023 06/08/2028 Class A Common Stock 2,010,586 $ 0 ( 1 ) 2,010,586 D
Warrants $ 11.5 06/30/2023 J( 1 ) 414,049 07/08/2023 06/08/2028 Class A Common Stock 414,049 $ 0 ( 1 ) 2,424,635 I The Derham Children's Trust of 2020 ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Derham Kyle
C/O NET POWER, INC.
404 HUNT STREET, SUITE 410
DURHAM, NC27701-2275
X
Signatures
/s/ James Wilmot Rogers as Attorney-in-Fact 06/30/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received from Rice Acquisition Sponsor LLC ("Sponsor") pursuant to the pro rata distribution of all of the securities of the issuer held by Sponsor to its members.
( 2 )Prior to the distribution by Sponsor referred to in footnote 1, the reporting person was a managing member of Sponsor, and as such, the reporting person may have been deemed to have beneficial ownership of the securities held of record by Sponsor and the reporting person's prior Form 4s included transactions and direct holdings of Sponsor.
( 3 )The Derham Children's Trust of 2020 (the "Trust") is the record holder of the securities reported herein and the reporting person is the trustee of the Trust. By virtue of the relationship, the reporting person may be deemed to have or share beneficial ownership of the securities held of record by the Trust, but the reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 4 )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).
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