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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Venture Global, Inc. (Name of Issuer) |
Class A common stock (Title of Class of Securities) |
92333F101 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 92333F101 |
| 1 | Names of Reporting Persons
Jonathan W. Thayer | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,991,898.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.76 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number in Rows (5), (7) and (9) consists of 25,991,898 shares of Class A common stock, par value $0.01 per share ("Class A common stock"), of the Issuer, issuable upon exercise of stock options that are exercisable within 60 days as of March 31, 2025 and held of record by the Reporting Person.
The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A common stock beneficially owned by the Reporting Person as set forth in Row (9) by (b) the 451,009,394 shares of Class A common stock outstanding as of March 31, 2025, as reported by the Issuer to the Reporting Person.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Venture Global, Inc. | |
| (b) | Address of issuer's principal executive offices:
1001 19TH STREET NORTH, SUITE 1500, ARLINGTON, VA, 22209 | |
| Item 2. | ||
| (a) | Name of person filing:
Jonathan W. Thayer | |
| (b) | Address or principal business office or, if none, residence:
C/O VENTURE GLOBAL, INC.
1001 19TH STREET NORTH, SUITE 1500
ARLINGTON, VA 22209 | |
| (c) | Citizenship:
US | |
| (d) | Title of class of securities:
Class A common stock | |
| (e) | CUSIP No.:
92333F101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (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) | An investment adviser 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) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
25,991,898 | |
| (b) | Percent of class:
5.76% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
25,991,898 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
25,991,898 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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