SEC Form 4 filed by Large owner Japan Bank For International Cooperation
$SMR
Metal Fabrications
Industrials
| 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
NUSCALE POWER Corp [ SMR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/25/2024 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Paired Interests(1)(2)(3) | (3) | 11/25/2024 | S | 5,014,118(1)(2) | (3) | (3) | Class A Common Stock | 5,014,118(3) | (1)(2) | 19,285,070(4)(5) | I(1)(2)(4) | See Footnote(4) | |||
| Explanation of Responses: |
| 1. This report is being filed by Japan Bank for International Cooperation ("JBIC") in connection with its sale to Chubu Global Investment Americas Inc. ("Chubu Americas"), a wholly owned subsidiary of Chubu Electric Power Co., Inc. ("Chubu"), of units of membership interests in Japan NuScale Innovation, LLC ("JNI") ("JNI Units") on November 25, 2024, representing JBIC's indirect interest through JNI in 5,014,118 Paired Interests (as defined below) for an aggregate purchase price of $54,804,309.74. JBIC and JNI are members of a group (the "Group") for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that beneficially owns certain Paired Interests. |
| 2. The Group also includes: (i) JGC Holdings Corporation ("JGC"), JGC America, Inc. ("JGC America"), a wholly owned subsidiary of JGC, IHI Corporation ("IHI"), IHI Americas Inc. ("IHI America"), a wholly owned subsidiary of IHI, and, after giving effect to the transaction reported hereby, Chubu Americas and Chubu, in each case, by virtue of such entity's direct or indirect ownership of JNI Units; and (ii) Fluor Enterprises, Inc. ("Fluor"), by virtue of certain voting arrangements by and among Fluor, JNI, JBIC and NuScale Power, LLC. JBIC understands that Chubu Americas and Chubu will file a separate Form 3, and that thereafter they may file any required reports under Section 16 either separately or jointly with other members 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 9 hereunder are held of record by JNI and do not include Paired Interests held by Fluor, in which none of the Group members other than Fluor has a pecuniary interest. JBIC and the other Group members may be deemed to have shared voting and investment power with respect to the Paired Interests held by JNI. |
| 5. The transaction reported hereby does not change the total amount of Paired Interests held by JNI and beneficially owned by the Group. Such amount continues to include the 5,014,118 Paired Interests corresponding to the JNI Units sold by JBIC to Chubu Americas, as a result of which sale Chubu Americas and Chubu may be deemed to have become members of the Group. JBIC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that JBIC or any person referenced herein is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| JAPAN BANK FOR INTERNATIONAL COOPERATION /s/ Yasuaki Yoneyama Name: Yasuaki Yoneyama Title: Managing Executive Officer, Global Head of Equity Finance Group | 11/27/2024 | |
| ** 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. | ||