Director Exxon Mobil Corp returned 125,000 units of Series C Preferred Stock to the company (SEC Form 4)
$XOM
Integrated oil Companies
Energy
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Global Clean Energy Holdings, Inc. [ GCEH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/25/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Series C Preferred Stock | 06/25/2024 | D(1) | 125,000 | D | (1) | 0 | I | See Footnote(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Warrant to Purchase Common Stock (Right to Buy) | $2.25 | 06/25/2024 | D(1) | 2,489,643 | 08/05/2022 | 12/23/2028 | Common Stock | 2,489,643 | (1) | 0 | I | See Footnote(2) | |||
| Warrant to Purchase Common Stock (Right to Buy) | $2.25 | 06/25/2024 | D(1) | 13,530,723 | 08/05/2022 | (3) | Common Stock | 13,530,723 | (1) | 0 | I | See Footnote(2) | |||
| Warrant to Purchase Common Stock (Right to Buy) | $2.25 | 06/25/2024 | D(1) | 6,500,000 | (4) | (3) | Common Stock | 6,500,000 | (1) | 0 | I | See Footnote(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On June 25, 2024, ExxonMobil Renewables LLC ("ExxonMobil Renewables") and ExxonMobil Oil Corporation ("EMOC") entered into a Settlement and Mutual Release Agreement with the Issuer and certain other parties thereto, pursuant to which the parties agreed to the cancellation of the shares of Series C Preferred Stock and warrants to purchase shares of Common Stock held by ExxonMobil Renewables and EMOC in consideration for a settlement payment of $18,000,000. |
| 2. These securities were held directly by ExxonMobil Renewables. Exxon Mobil Corp., as the sole member of ExxonMobil Renewables, had voting and investment discretion with respect to the Series C Preferred Stock, and had the power to control the exercisability of the warrants, and therefore may have been deemed to have beneficial ownership over such securities. |
| 3. The warrants were scheduled to expire on December 23, 2028, or if such day is not a business day, then the next preceding business day. |
| 4. The warrants were scheduled to become exercisable on the earlier of (i) the term extension date of a Product Off-Take Agreement previously entered into between the Issuer, ExxonMobil Renewables and EMOC or (ii) a change of control or sale of the Issuer, or the dissolution of the Issuer. |
| /s/ Exxon Mobil Corporation; By its Vice President, Treasurer and Investor Relations, James R. Chapman | 06/26/2024 | |
| /s/ ExxonMobil Renewables LLC; By its Sole Member, Exxon Mobil Corporation; By its Vice President, Treasurer and Investor Relations, James R. Chapman | 06/26/2024 | |
| ** Signature of Reporting Person | 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||