Amendment: SEC Form SC 13D/A filed by Clearway Energy Inc.

United States 

Securities and Exchange Commission 

Washington, D.C. 20549

SCHEDULE 13D 

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and 

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934 

(Amendment No. 1)*

Clearway Energy, Inc. 

(Name of Issuer)

Class A common stock

Class C common stock 

(Title of Class of Securities)

18539 C 105 (Class A common stock)

18539 C 204 (Class C common stock) 

(CUSIP Number)

Marine Delaitre

General Counsel – Gas, Renewables & Power

TOTALENERGIES SE 

2, place Jean Millier 

La Défense 6 

92400 Courbevoie 

France 

00-331- 47443580

Copies to:

Maia R. Gez

White & Case LLP 

1221 Avenue of the Americas

New York, NY 10020

(212) 819-8217

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 28, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Amendment No. 1 (the “Amendment”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on September 15, 2022 (the “Schedule 13D”) related to the Class A common stock (“Class A Common Stock”) and Class C common stock (“Class C Common Stock”) of Clearway Energy, Inc., a Delaware corporation (the “Issuer”) whose principal executive offices are located at 300 Carnegie Center, Princeton, NJ 08540.

This Amendment is being filed to disclose transactions related to grants of Class C Common Stock made in connection with the administration of the Clearway Energy Group Long Term Equity Incentive Program which, in the aggregate since the filing of the Schedule 13D, amount to more than 1% of the Class C Common Stock outstanding. The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.

Item 2 of the Schedule 13D is hereby amended and supplemented to include updated information with respect to the directors and executive officers of each of the Reporting Persons on Schedule A attached hereto, which is incorporated herein by reference.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth or incorporated by reference in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Since the filing of the Schedule 13D, Clearway Energy Group has granted 880,923 shares of Class C Common Stock to its employees in connection with the administration of the Clearway Energy Group Long Term Equity Incentive Program. In connection with such grants, since the filing of Amendment No. 2, Clearway Energy Group has purchased an aggregate of 268,944 shares of Class C Common Stock using working capital and on June 26, 2024, Clearway Energy Group converted 375,000 Class D units of Clearway Energy LLC (“Class D Units”) into 375,000 shares of Class C Common Stock.

As previously disclosed by the Issuer, Craig Cornelius, Chief Executive Officer of Clearway Energy Group, has been elected to serve as a member of the Board of Directors and Chief Executive Officer of the Issuer, effective July 1, 2024. Clearway Energy Group granted Mr. Cornelius 375,000 shares of Class C Common Stock pursuant to the Clearway Energy Group Long Term Equity Incentive Program on June 28, 2024.

Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows:

(a)-(b) The aggregate number and percentage of shares of Class A Common Stock and Class C Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of the Schedule 13D and are incorporated herein by reference.

Calculations of the percentage of shares of stock beneficially owned are based on 34,613,853 shares of Class A Common Stock and 82,454,344 shares of Class C Common Stock, respectively, outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2024, plus the 375,000 shares of Class C Common Stock outstanding following the conversion of 375,000 Class D Units disclosed herein and take into account the number of Class B units of Clearway Energy LLC (“Class B Units”) and Class D Units beneficially owned by the Reporting Persons and convertible into shares of Class A Common Stock and Class C Common Stock, respectively, as applicable.

Clearway Energy Group is the record holder of 21,841 shares of Class A Common Stock, 42,738,750 Class B Units, 60,152 shares of Class C Common Stock and 41,961,750 Class D Units. Pursuant to the terms of the Exchange Agreement, each Class B Unit is exchangeable at any time for shares of Class A Common Stock, and each Class D Unit is exchangeable at any time for shares of Class C Common Stock, in each case, on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications.

The securities reported herein are held directly by Clearway Energy Group. GIP III Zephyr Acquisition Partners, L.P. (“Zephyr”) is the sole member of Clearway Energy Group. Zephyr Holdings GP, LLC (“Zephyr GP”) is the general partner of Zephyr. TotalEnergies Renewables USA, LLC holds 50% of the equity interests in Zephyr GP. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC. TotalEnergies Gestion USA SARL, which is a direct wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. Each of the foregoing may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

By virtue of the relationships and agreements described herein, the Reporting Persons may be deemed to be acting as a group with Global Infrastructure Investors III, LLC and certain of its affiliates (collectively, “GIP”) for purposes of Rule 13d-3 under the Exchange Act. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that such persons are members of any such group. GIP is separately making a Schedule 13D amendment filing reporting the Class A Common Stock and Class C Common Stock GIP may be deemed to beneficially own. Each Reporting Person disclaims beneficial ownership of any Class A Common Stock and Class C Common Stock that may be deemed to be beneficially owned by GIP, except as otherwise described herein.

(c) Except as described herein, including the transactions listed on Annex A attached hereto, none of the Reporting Persons has effected any transactions in the Class A Common Stock or Class C Common Stock during the past 60 days.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 28, 2024

Annex A

Transactions in Class A Common Stock and Class C Common Stock in the previous 60 days

(1) Shares of restricted stock of the Issuer granted by Clearway Energy Group under its Long Term Equity Incentive Program to one or more of its employees.

(2) Shares of restricted stock of the Issuer previously granted by Clearway Energy Group under its Long Term Equity Incentive Program forfeited by certain of its employees due to termination of service.

(3) Shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock of the Issuer previously granted by Clearway Energy Group under its Long Term Equity Incentive Program to certain of its employees.

(4) Shares received pursuant to the exchange of Class D Units for Class C Common Stock.

Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

Set forth below is the name and current principal occupation or employment of each director and executive officer, as applicable, of TotalEnergies SE, TotalEnergies Gestion USA SARL, TotalEnergies Holdings USA Inc., TotalEnergies Delaware Inc. and TotalEnergies Renewables USA LLC. The business address of each of the directors and executive officers of TotalEnergies SE and TotalEnergies Gestion USA SARL is 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France. The business address of each of the other individuals listed below is 1201 Louisiana St. Suite 1800, Houston, TX 77002

TOTALENERGIES SE

TOTALENERGIES GESTION USA SARL

TOTALENERGIES HOLDINGS USA INC.

TOTALENERGIES DELAWARE INC.

TOTALENERGIES RENEWABLES USA LLC