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NuScale Power (SMR)

Filed: 12 May 22, 5:01pm
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*
Reyes Jose N Jr

(Last) (First) (Middle)
6650 SW REDWOOD LANE, SUITE 210

(Street)
PORTLAND OR 97224

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2022
3. Issuer Name and Ticker or Trading Symbol
NUSCALE POWER Corp [ SMR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
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
Employee Stock Option (right to buy) (1) 09/13/2023 Class A Common Stock 480,110 0.64 I By Jose N. Reyes, Jr. Trust, dated August 2, 2021
Employee Stock Option (right to buy) (2) 02/19/2026 Class A Common Stock 242,480 3.24 I By Jose N. Reyes, Jr. Trust, dated August 2, 2021
Employee Stock Option (right to buy) (3) 02/14/2028 Class A Common Stock 889,555 3.41 I By Jose N. Reyes, Jr. Trust, dated August 2, 2021
Employee Stock Option (right to buy) (4) 03/31/2031 Class A Common Stock 190,866 6.41 I By Jose N. Reyes, Jr. Trust, dated August 2, 2021
Paired Interests (5) (5) Class A Common Stock 151,203(6) (5) I By Donna Jean Reyes Trust, dated August 2, 2021
Explanation of Responses:
1. The option became exercisable for 25% of the shares on February 1, 2013, and for 1/48th of the shares at the end of each one-month period thereafter, so that the option became fully exercisable on February 1, 2016.
2. The option became exercisable for 25% of the shares on August 1, 2016, and for 1/48th of the shares at the end of each one-month period thereafter, so that the option became fully exercisable on August 1, 2019.
3. The option became exercisable for 25% of the shares on March 1, 2018, and for 1/48th of the shares at the end of each one-month period thereafter, so that the option became fully exercisable on March 1, 2021.
4. The option became exercisable for 25% of the shares on April 1, 2021, and for 1/48th of the shares at the end of each one-month period thereafter, so that the option will become fully exercisable on April 1, 2024.
5. 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 or 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.
6. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Remarks:
Patrick C. Cannon, attorney-in-fact for Jose N. Reyes, Jr. 05/12/2022
** 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.