Washington, DC 20549
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
Portland General Electric Company
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(Name of Issuer)
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Common Stock, no par value per share
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(Title of Class of Securities)
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736508847
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(CUSIP Number)
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December 31, 2022
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 736508847
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1
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NAME OF REPORTING PERSONS
Zimmer Partners, LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) [ ]
(b) [ ] |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
0
|
||
6
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SHARED VOTING POWER
5,650,000 **
|
|||
7
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SOLE DISPOSITIVE POWER
0
|
|||
8
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SHARED DISPOSITIVE POWER
5,650,000 **
|
|||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,650,000 **
|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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[ ]
|
||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% **
|
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12
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TYPE OF REPORTING PERSON*
IA, PN
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CUSIP No. 736508847
|
1
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NAME OF REPORTING PERSONS
Zimmer Financial Services Group LLC |
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(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
5,650,000 **
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
5,650,000 **
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,650,000 **
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% **
|
|||
12
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TYPE OF REPORTING PERSON*
HC, OO
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CUSIP No. 736508847
|
1
|
NAME OF REPORTING PERSONS
Zimmer Partners GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(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
5,650,000 **
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
5,650,000 **
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,650,000 **
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%**
|
|||
12
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TYPE OF REPORTING PERSON*
HC, OO
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CUSIP No. 736508847
|
1
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NAME OF REPORTING PERSONS
Stuart J. Zimmer
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) [ ]
(b) [ ] |
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
5,650,000 **
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
5,650,000 **
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,650,000 **
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%**
|
|||
12
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TYPE OF REPORTING PERSON*
HC, IN
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(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).
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(d) [ ] |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e) [X] |
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f) [ ] |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g) [X] |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h) [ ] |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i) [ ] |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j) [ ] |
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a) |
The Reporting Persons may be deemed the beneficial owners of 5,650,000 shares of Common Stock.
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(b) |
The Reporting Persons may be deemed the beneficial owners of approximately 6.3% of the outstanding shares of Common Stock. This percentage was determined by dividing 5,650,000 by
89,272,904, which is the combined total of number of shares of Common Stock outstanding as of October 20, 2022, as reported in the Issuer’s Form 10-Q filed on October 25, 2022.
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(c) |
The Reporting Persons have the shared power to vote and dispose of the 5,650,000 shares of Common Stock beneficially owned.
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Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Report on by the Parent Holding Company or Control Person
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Item 8 |
Identification and Classification of Members of the Group
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Item 9 |
Notice of Dissolution of Group
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Item 10 |
Certification.
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Exhibits |
Exhibit 99-1
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