| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/25/2024 |
3. Issuer Name and Ticker or Trading Symbol
NUSCALE POWER Corp [ SMR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Paired Interests(3) | (3) | (3) | Class A Common Stock | 19,285,070 | (3) | I(1)(2)(4) | By Japan NuScale Innovation, LLC |
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. This Form 3 is being filed jointly by Chubu Electric Power Co., Inc. ("Chubu") and its wholly owned subsidiary Chubu Global Investment Americas Inc. ("Chubu Americas"). Chubu and Chubu Americas are filing this Form 3 as a result of having become members of a "group" (the "Group") within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with Japan NuScale Innovation, LLC ("JNI"), Japan Bank for International Cooperation ("JBIC"), JGC Holdings Corporation ("JGC"), JGC's wholly owned subsidiary JGC America, Inc. ("JGC America"), IHI Corporation ("IHI"), and IHI's wholly owned subsidiary IHI Americas Inc. ("IHI America"). |
| 2. The Group may be deemed to beneficially own more than 10% of the outstanding class of Class A Common Stock of NuScale Power Corp. (the "Issuer") ("Class A Common Stock"), by virtue of (i) JNI's holdings of certain Paired Interests (as defined below) and (ii) the provisions of the Voting Agreement (as defined below) by and among JNI, JBIC, NuScale Power, LLC, and Fluor Enterprises, Inc. ("Fluor"). JNI, JBIC, JGC, JGC America, IHI, and IHI America jointly filed a Form 3 on November 10, 2022 that reflected the original composition of the Group. |
| 3. The term "Paired Interests" is used herein to refer to the economic, non-voting Class B Units of NuScale Power, LLC ("Class B Units") and an equal number of paired shares of non-economic, voting Class B Common Stock of the Issuer ("Class B Common Stock"). Pursuant to and subject to the applicable terms and conditions of the limited liability company agreement of NuScale Power, LLC and the certificate of incorporation of the Issuer (each as amended from time to time): (a) a holder of Class B Units has the right, and in certain circumstances the obligation, to exchange a Class B Unit on a one-for-one basis (subject to adjustment from time to time) for, at the option of the Issuer, (i) a share of Class A Common Stock of the Issuer or (ii) an equivalent value of cash in limited circumstances; and (b) upon such an exchange, the Issuer will cancel and retire, for no consideration, the paired share of Class B Common Stock. |
| 4. The Paired Interests reported in Column 1 of Table II are held of record by JNI. JBIC, JGC America, IHI America, and Chubu Americas are the members of JNI. Consequently, JBIC, JGC (through JGC America), JGC America, IHI (through IHI America), IHI America, Chubu (through Chubu Americas), and Chubu Americas may be deemed to have shared voting and investment power with respect to the securities held by JNI. Each of Chubu and Chubu Americas disclaims beneficial ownership of the securities referenced herein, and this Form 3 shall not be deemed an admission that Chubu, Chubu Americas, or any other person referenced herein is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or otherwise. |
| Remarks: |
| This Form 3 is being filed due to JNI and JBIC being deemed to be members of a "group" within the meaning of Section 13(d) of the Exchange Act with Fluor by virtue of that certain Letter Agreement Regarding Board and Management Rights, dated April 4, 2022 (the "Voting Agreement"). Such group beneficially owns Paired Interests that can be exchanged, in the aggregate, for more than 10% of the outstanding shares of Class A Common Stock. For purposes of Section 16 of the Exchange Act, the Voting Agreement does not confer on Chubu or Chubu Americas any pecuniary interest in the Paired Interests held by Fluor, and therefore this Form 3 does not report such Paired Interests held by Fluor or the shares of Class A Common Stock underlying such Paired Interests held by Fluor. |
| /s/ Yukiko Morishita, Deputy Division CEO of Global Business | 12/04/2024 | |
| /s/ Jun Matsuda, President | 12/04/2024 | |
| ** 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 5 (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. | ||