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

    11/14/24 3:00:09 PM ET
    $CWEN
    Electric Utilities: Central
    Utilities
    Get the next $CWEN alert in real time by email
    SC 13G/A 1 tm2428481d1_sc13ga.htm SC 13G/A

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    SCHEDULE 13G*

    (Rule 13d-102)

     

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

    TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

    PURSUANT TO § 240.13d-2

    (Amendment No. 1 )*

     

    Clearway Energy, Inc.
    (Name of Issuer)
     
    Class A Common Stock
    (Title of Class of Securities)
     
    18539C105
    (CUSIP Number)
     
    September 30, 2024
    (Date of Event Which Requires Filing of the Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    xRule 13d-1(b)
    ¨Rule 13d-1(c)
    ¨Rule 13d-1(d)

     

    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in 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).

     

     

     

     

     

    Cusip No. 18539C105 13G Page 2 of 10 Pages

     

     

    1.

     

    NAME OF REPORTING PERSONS

    Energy Income Partners, LLC

     

     

    2.

     

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     ¨

    (b)     ¨

     

     

    3.

     

    SEC USE ONLY

     

     

    4.

     

     

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

     

     

     

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

    5.

     

    SOLE VOTING POWER

    0

     

     

    6.

     

    SHARED VOTING POWER

    1,510,723

     

     

    7.

     

    SOLE DISPOSITIVE POWER

    0

     

     

    8.

     

     

    SHARED DISPOSITIVE POWER

    1,510,723

     

     

    9.

     

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,510,723

     

     

    10.

     

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    ¨

     

     

    11.

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    4.4%

     

     

    12.

     

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    IA

     

     

     

     

     

    Cusip No. 18539C105 13G Page 3 of 10 Pages

     

     

    1.

     

    NAME OF REPORTING PERSONS

    James J. Murchie

     

     

    2.

     

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     ¨

    (b)     ¨

     

     

    3.

     

    SEC USE ONLY

     

     

    4.

     

     

    CITIZENSHIP OR PLACE OF ORGANIZATION

    USA

     

     

     

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

    5.

     

    SOLE VOTING POWER

    0

     

     

    6.

     

    SHARED VOTING POWER

    1,510,723

     

     

    7.

     

    SOLE DISPOSITIVE POWER

    0

     

     

    8.

     

     

    SHARED DISPOSITIVE POWER

    1,510,723

     

     

    9.

     

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,510,723

     

     

    10.

     

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    ¨

     

     

    11.

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    4.4%

     

     

    12.

     

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    HC

     

     

     

     

     

    Cusip No. 18539C105 13G Page 4 of 10 Pages

     

     

    1.

     

    NAME OF REPORTING PERSONS

    Eva Pao

     

     

    2.

     

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     ¨

    (b)     ¨

     

     

    3.

     

    SEC USE ONLY

     

     

    4.

     

     

    CITIZENSHIP OR PLACE OF ORGANIZATION

    USA

     

     

     

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

    5.

     

    SOLE VOTING POWER

    0

     

     

    6.

     

    SHARED VOTING POWER

    1,510,723

     

     

    7.

     

    SOLE DISPOSITIVE POWER

    0

     

     

    8.

     

     

    SHARED DISPOSITIVE POWER

    1,510,723

     

     

    9.

     

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,510,723

     

     

    10.

     

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    ¨

     

     

    11.

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    4.4%

     

     

    12.

     

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    HC

     

     

     

     

     

    Cusip No. 18539C105 13G Page 5 of 10 Pages

     

     

    1.

     

    NAME OF REPORTING PERSONS

    Saul Ballesteros

     

     

    2.

     

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     ¨

    (b)     ¨

     

     

    3.

     

    SEC USE ONLY

     

     

    4.

     

     

    CITIZENSHIP OR PLACE OF ORGANIZATION

    USA

     

     

     

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

    5.

     

    SOLE VOTING POWER

    0

     

     

    6.

     

    SHARED VOTING POWER

    1,510,723

     

     

    7.

     

    SOLE DISPOSITIVE POWER

    0

     

     

    8.

     

     

    SHARED DISPOSITIVE POWER

    1,510,723

     

     

    9.

     

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,510,723

     

     

    10.

     

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    ¨

     

     

    11.

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    4.4%

     

     

    12.

     

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    HC

     

     

     

     

     

    Cusip No. 18539C105 13G Page 6 of 10 Pages

     

     

    1.

     

    NAME OF REPORTING PERSONS

    John K. Tysseland

     

     

    2.

     

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     ¨

    (b)     ¨

     

     

    3.

     

    SEC USE ONLY

     

     

    4.

     

     

    CITIZENSHIP OR PLACE OF ORGANIZATION

    USA

     

     

     

     

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

    5.

     

    SOLE VOTING POWER

    0

     

     

    6.

     

    SHARED VOTING POWER

    1,510,723

     

     

    7.

     

    SOLE DISPOSITIVE POWER

    0

     

     

    8.

     

     

    SHARED DISPOSITIVE POWER

    1,510,723

     

     

    9.

     

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,510,723

     

     

    10.

     

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    ¨

     

     

    11.

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    4.4%

     

     

    12.

     

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    HC

     

     

     

     

     

    Cusip No. 18539C105 13G Page 7 of 10 Pages

     

    Item 1(a).Name of Issuer:

    Clearway Energy, Inc.

     

    Item 1(b).Address of Issuer’s Principal Executive Offices:
    300 Carnegie Center
    Princeton, New Jersey 08540

     

    Item 2(a).Name of Person Filing:
    (i)Energy Income Partners, LLC
    (ii)James Murchie
    (iii)Eva Pao
    (iv)Saul Ballesteros
    (v)John Tysseland

     

    Item 2(b).Address of Principal Business Office or, if none, Residence:

    10 Wright Street

    Westport, Connecticut 06880

     

    Item 2(c).Citizenship:
    (i)Energy Income Partners, LLC is a Delaware limited liability company
    (ii)James Murchie is a citizen of the United States of America
    (iii)Eva Pao is a citizen of the United States of America
    (iv)Saul Ballesteros is a citizen of the United States of America
    (v)John Tysseland is a citizen of the United States of America

     

    Item 2(d).Title of Class of Securities:

    Class A Common Stock

     

    Item 2(e).CUSIP Number:

    18539C105

     

    Item 3.If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

     

      (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
           
      (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
           
      (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
           
      (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
           
      (e) x An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
           
      (f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
           
      (g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
           
      (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
           
      (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
           
      (j) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
           
      (k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

     

    If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

     

     

     

     

    Cusip No. 18539C105 13G Page 8 of 10 Pages

     

    Item 4.Ownership:

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

     

    This Schedule 13G is being filed on behalf of (i) Energy Income Partners, LLC, a Delaware limited liability company; (ii) James J. Murchie; (iii) Eva Pao; (iv) Saul Ballesteros; and (v) John K. Tysseland.

     

    Ownership as of September 30, 2024, is incorporated by reference to items (5) - (9) and (11) of each of the cover pages of the Reporting Persons.

     

    James J. Murchie, Eva Pao and John Tysseland are the Portfolio Managers with respect to portfolios managed by Energy Income Partners, LLC. Saul Ballesteros is a control person of Energy Income Partners, LLC.

     

    Item 5.Ownership of Five Percent or Less of a Class:

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

     

    Item 6.Ownership of More Than Five Percent on Behalf of Another Person:

    Not applicable.

     

    Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

    Not applicable.

     

    Item 8.Identification and Classification of Members of the Group:
    (i)Energy Income Partners, LLC
    (ii)James Murchie
    (iii)Eva Pao
    (iv)Saul Ballesteros; and
    (v)John K. Tysseland

     

    Item 9.Notice of Dissolution of Group:

    Not applicable.

     

    Item 10.Certifications:

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

     

     

     

     

    Cusip No. 18539C105 13G Page 9 of 10 Pages

     

    SIGNATURE

     

    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: November 14, 2024
        
     By: /s/ Nandita Hogan
        
     Name: Nandita Hogan
        
     Title: Chief Compliance Officer, Energy Income Partners, LLC

     

    The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, Provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

     

    Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

    (see 18 U.S.C. 1001).

     

     

     

     

    EXHIBIT 1

     

    AGREEMENT OF JOINT FILING

     

    Energy Income Partners, LLC, James J. Murchie, Eva Pao, Saul Ballesteros and John K. Tysseland hereby agree that the Statement on Schedule 13G to which this agreement is attached as an exhibit as well as all future amendments to such Statement, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended.

     

    Dated: November 14, 2024

     

    By:  /s/ James J. Murchie  
      Energy Income Partners, LLC  
      Title: Chief Executive Officer  

     

     By:  /s/ Eva Pao  
      Name: Eva Pao  
      Title: Partner  

     

     By:  /s/ Saul Ballesteros  
      Name: Saul Ballesteros  
      Title: Head Trader  

     

     By:  /s/ John K. Tysseland  
      Name: John K. Tysseland  
      Title: Portfolio Manager  

     

     

     

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      NEW YORK, Nov. 27, 2023 /PRNewswire/ -- S&P Dow Jones Indices will make the following changes to the S&P MidCap 400 and S&P SmallCap 600 effective prior to the open of trading on Thursday, November 30: Carlyle Group Inc. (NASD: CG) will replace ICU Medical Inc. (NASD: ICUI) in the S&P MidCap 400. ICU Medical will replace PacWest Bancorp (NASD: PACW) in the S&P SmallCap 600. Banc of California Inc. (NYSE:BANC) is acquiring PacWest Bancorp in a deal expected to be completed soon, pending final closing conditions. Post-merger, Banc of California will remain in the S&P SmallCap 600. ICU Medical is more representative of the small-cap market space.WP Carey Inc. (NYSE: WPC) will replace Worthingt

      11/27/23 6:28:00 PM ET
      $AVTA
      $BANC
      $CG
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      Finance: Consumer Services
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    • Clearway Energy, Inc. Appoints Sarah Rubenstein as Chief Financial Officer

      PRINCETON, N.J., April 17, 2023 (GLOBE NEWSWIRE) -- Clearway Energy, Inc. (NYSE:CWEN, CWEN.A))) ("Company") today announced the internal appointment of Sarah Rubenstein as Executive Vice President and Chief Financial Officer, effective April 12th. With approximately twenty-five years of experience, Rubenstein, who will continue as the Company's principal accounting officer, will lead the Company's financial and accounting operations. In this role she will continue to report to Clearway Energy, Inc.'s President and Chief Executive Officer, Christopher Sotos, and play an integral part in executing the Company's financial strategies. "After an extensive external and internal search, Clearw

      4/17/23 4:15:00 PM ET
      $CWEN
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    • Large owner Blackrock Portfolio Management Llc acquired 18,210 units of Class C Common Stock (SEC Form 4)

      4 - Clearway Energy, Inc. (0001567683) (Issuer)

      5/6/25 4:30:36 PM ET
      $CWEN
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    • Director Totalenergies Se acquired 18,210 units of Class C Common Stock (SEC Form 4)

      4 - Clearway Energy, Inc. (0001567683) (Issuer)

      5/6/25 4:30:34 PM ET
      $CWEN
      Electric Utilities: Central
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    • Director Totalenergies Se acquired 4,226 units of Class C Common Stock (SEC Form 4)

      4 - Clearway Energy, Inc. (0001567683) (Issuer)

      4/29/25 6:11:36 PM ET
      $CWEN
      Electric Utilities: Central
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    $CWEN
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    • Clearway Energy, Inc. Reports First Quarter 2025 Financial Results

      Strong quarterly operational performance with availability and capacity factors up YoY in all segmentsRepowering program accelerating with PPA signed at Mt. Storm and awarded PPA at Goat MountainSponsor-enabled growth continuing forward with 2025 projects initially funded and 2026 projects on trackProgressed growth by M&A also with Tuolumne closed and signed acquisition of California solar projectReaffirming 2025 financial guidanceIncreasing quarterly dividend by 1.7% to $0.4384 per share in Q2 2025, or $1.75 per share annualized PRINCETON, N.J., April 30, 2025 (GLOBE NEWSWIRE) -- Clearway Energy, Inc. (NYSE:CWEN, CWEN.A)) today reported first quarter 2025 financial results, including Net

      4/30/25 4:02:22 PM ET
      $CWEN
      Electric Utilities: Central
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    • Clearway Signs 335 MW Power Purchase Agreement with Microsoft

      SAN FRANCISCO, April 28, 2025 (GLOBE NEWSWIRE) -- Clearway Energy Group ("Clearway") has signed a long-term power purchase agreement (PPA) with Microsoft for the 335 megawatt (MW) Mount Storm wind farm located in Grant County, West Virginia. Mount Storm will support Microsoft's sustainability and decarbonization goals by generating carbon-free energy. "Clearway is thrilled to announce our work with Microsoft on the Mount Storm project. We are proud to support the development of renewable energy and economic growth in the community," said Valerie Wooley, Senior Vice President of Origination at Clearway. The Mount Storm project will be built with American-made equipment. In addition, the

      4/28/25 4:05:00 PM ET
      $CWEN
      Electric Utilities: Central
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    • Clearway Energy, Inc. to Report First Quarter 2025 Financial Results on April 30, 2025

      PRINCETON, N.J., April 09, 2025 (GLOBE NEWSWIRE) -- Clearway Energy, Inc. (NYSE:CWEN, CWEN.A)) plans to report First Quarter 2025 financial results on Wednesday, April 30, 2025. Management will present the results during a conference call and webcast at 5:00 p.m. Eastern. A live webcast of the conference call, including presentation materials, can be accessed through the Company's website at http://www.clearwayenergy.com and clicking on "Presentations & Webcasts" under the Investor Relations section. The webcast will be archived on the site for those unable to listen in real time. About Clearway Energy Clearway Energy, Inc. is one of the largest owners of clean energy generation assets

      4/9/25 4:15:00 PM ET
      $CWEN
      Electric Utilities: Central
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