SEC Form 3
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) 11/03/2022 |
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) |
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(2) | (2) | (2) | Class A Common Stock | 19,285,070 | (2) | D(1)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This statement is being filed jointly by Japan NuScale Innovation, LLC ("JNI"), Japan Bank for International Cooperation ("JBIC"), JGC Holdings Corporation ("JGC"), JGC America, Inc. ("JGC America"), a wholly owned subsidiary of JGC, IHI Corporation ("IHI"), and IHI Americas Inc. ("IHI America"), a wholly owned subsidiary of IHI, as a group beneficially owning more than 10% of Class A Common Stock, by virtue of certain voting arrangements with Fluor Enterprises, Inc. ("Fluor"). |
2. 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) the 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. |
3. The securities are held of record by JNI. JBIC, JGC America, and IHI America are members of JNI. JBIC, JGC (through JGC America), JGC America, IHI (through IHI America), and IHI America may be deemed to have shared voting and investment power with respect to the shares held by JNI. Each of these reporting persons other than JNI disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
Remarks: |
This Form 3 is being filed due to JNI and JBIC being deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with Fluor by virtue of that certain letter agreement regarding Board and Management Rights, dated April 4, 2022 (the "Voting Agreement"), which 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 Securities Exchange Act of 1934, the Voting Agreement does not confer any pecuniary interest in the Paired Interests of Fluor to JNI or JBIC, and therefore this Form 3 does not report such Paired Interests of Fluor. |
JAPAN NUSCALE INNOVATION, LLC /s/ Yasuharu Kimura Name: Yasuharu Kimura Title: Chairperson of the Board | 11/10/2022 | |
JAPAN BANK FOR INTERNATIONAL COOPERATION /s/ Kentaro Morita Name: Kentaro Morita Title: Managing Executive Officer, Global Head of Equity Finance Group | 11/10/2022 | |
JGC HOLDINGS CORPORATION /s/ Tadashi Ishizuka Name: Tadashi Ishizuka Title: Representative Director, President and Chief Operating Officer | 11/10/2022 | |
JGC AMERICA, INC. /s/ Christopher Kentaro Jones Name: Christopher Kentaro Jones Title: President, Director | 11/10/2022 | |
IHI CORPORATION /s/ Hiroyuki Ogata Name: Hiroyuki Ogata Title: General Manager of Nuclear Energy Business Unit | 11/10/2022 | |
IHI AMERICAS INC. /s/ Toshimichi Anzai Name: Toshimichi Anzai Title: President and Chief Executive Officer | 11/10/2022 | |
** 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. |