| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Black Mountain Acquisition Corp. [ BMAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/10/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 04/10/2023 | C | 6,810,000 | A | (1) | 6,810,000 | I | See Footnote(4) | ||
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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 | ||||||||
| Class B Common Stock | (1) | 04/10/2023 | C | 6,810,000(2) | (3) | (3) | Class A Common Stock | 6,810,000(2) | (1) | 0 | I | See Footnote(4) | |||
| Explanation of Responses: |
| 1. In accordance with the amended and restated certificate of incorporation of Black Mountain Acquisition Corp. ("BMAC"), Black Mountain Sponsor LLC ("Sponsor") elected to convert its shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. |
| 2. The total shares reported includes 1,150,000 shares of Class B Common Stock issued to Sponsor as a result of a stock dividend of the shares of Class B Common Stock by BMAC in connection with BMAC's initial public offering which, as a result of a clerical error, were not previously included on the Reporting Person's Form 3 filed on October 13, 2021. |
| 3. The shares of Class B Common Stock were (i) convertible into shares of Class A Common Stock at Sponsor's election on a one-for-one basis and (ii) automatically convertible into shares of Class A Common Stock at the time of the closing of BMAC's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights (which rights were waived by Sponsor in connection with BMAC's proposed business combination), and had no expiration date. |
| 4. Sponsor is the record holder of the securities reported herein. Sponsor is a limited liability company, the sole manager of which is Rhett Bennett, and its members include the Reporting Person. Because of the relationship between the Reporting Person and Sponsor, the Reporting Person may be deemed to beneficially own the securities held of record by Sponsor and reported herein to the extent of the greater of the Reporting Person's direct or indirect pecuniary interests in the profits or capital accounts of Sponsor. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of or has any pecuniary interest in such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| Chief Financial Officer, Chief Accounting Officer and Secretary |
| /s/ Jacob Smith | 04/10/2023 | |
| ** 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. | ||