Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
CUSIP NO. 18539C204 13G Page 1 of 12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Clearway Energy, Inc.
(Name of Issuer)
Class C Common Stock, par value $0.01
(Title of Class of Securities)
18539C204
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is
filed:
[X] Rule 13d‑1(b)
[ ] Rule 13d‑1(c)
[ ] Rule 13d‑1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 18539C204 13G Page 2 of 12
1. NAMES OF REPORTING PERSONS.
ClearBridge Investments Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Australian Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
670,896
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%
12. TYPE OF REPORTING PERSON
IA, OO (See Item 4)
CUSIP NO. 18539C204 13G Page 3 of 12
1. NAMES OF REPORTING PERSONS.
ClearBridge RARE Infrastructure International Pty Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Australian Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
&# xA0; (See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,085,499
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12. TYPE OF REPORTING PERSON
IA, OO (See Item 4)
CUSIP NO. 18539C204 13G Page 4 of 12
1. NAMES OF REPORTING PERSONS.
ClearBridge RARE Infrastructure (North America) Pty Ltd
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Australian Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
& #xA0; (See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
577,474
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
12. TYPE OF REPORTING PERSON
IA, OO (See Item 4)
CUSIP NO. 18539C204 13G Page 5 of 12
1. NAMES OF REPORTING PERSONS.
ClearBridge Investments, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) X
(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
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,966
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
; 0.0%
12. TYPE OF REPORTING PERSON
IA, OO (See Item 4)
CUSIP NO. 18539C204 13G Page 6 of 12
Item 1.
(a) Name of Issuer
Clearway Energy, Inc.
(b) Address of Issuer's Principal Executive Offices
300 Carnegie Center, Suite 300
Princeton, NJ 08540
Item 2.
(a) Name of Person Filing
(i) ClearBridge Investments Limited
(ii)ClearBridge RARE Infrastructure International Pty Ltd
(iii)ClearBridge RARE Infrastructure (North America) Pty Ltd
(iv)ClearBridge Investments, LLC
(b) Address of Principal Business Office or, if none, Residence
(i), (ii), and (iii):
Level 13, 35 Clarence Street
Sydney, C3 2000
(iv):
620 8th Ave.
New York, NY 10018
(c) Citizenship
(i), (ii), and (iii): Australian Corporation
(iv): Delaware
(d) Title of Class of Securities
Common Stock, Class C, par value $0.01 per share
(e) CUSIP Number
18539C204
CUSIP NO. 18539C204 13G Page 7 of 12
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:
&# xA0; (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 8o).
(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).
(d) [ ] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C 80a ‑8).
(e) [ ] An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
§240.13d‑1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
§240.13d‑1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(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);
(j) [ ] A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);
(k) [X] Group, in accordance with §240.13d‑1(b)(1)(ii)(K).
If filing as a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii)(J),
please specify the type of institution
Item 4. Ownership
The securities reported herein are beneficially owned by one or more open end investment companies or other managed accounts that are investment management clients of ClearBridge Investments Limited ("CBL"), ClearBridge RARE Infrastructure International Pty Ltd (“RII”), ClearBridge RARE Infrastructure (North America) Pty Ltd (“CRINA”) and ClearBridge Investments, LLC (“CIL”), each an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI"). When an investment management contract (including a sub advisory agreement) delegates to CBL, CRII, CRINA, or CIL investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats CBL, CRII, CRINA, or CIL as applicable, as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, each of CBL, CRII, CRINA and CIL reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement, unless otherwise noted in this Item 4. As a result, for purposes of Rule 13d-3 under the Act, each of CBL, CRII, CRINA, and CIL may be deemed to be the beneficial owner of the securities reported in this Schedule 13G.
Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34 39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by CBL, CRII, CRINA, and CIL are exercised independently from FRI (the ultimate parent holding company of each of CBL, CRII, CRINA, and CIL) and from all other investment management subsidiaries of FRI (FRI, its affiliates and investment management subsidiaries other than CBL, CRII, CRINA, and CIL are, collectively, “FRI affiliates”). Furthermore, internal policies and procedures of each of CBL, CRII, CRINA and CIL, on the one hand, and FRI affiliates, on the other hand, establish informational barriers that prevent the flow between CBL, CRII, CRINA and CIL, on the one hand, and the FRI affiliates, on the other hand, of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, each of CBL, CRII, CRINA, and CIL, on the one hand, and the FRI affiliates, on the other hand, report
CUSIP NO. 18539C204 13G Page 8 of 12
the securities over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI. However, because each of CBL, CRII, CRINA and CIL exercises voting and investment powers on behalf of its investment management clients independently of FRI affiliates, beneficial ownership of the securities reported by CBL, CRII, CRINA and CIL is not attributed to the Principal Shareholders. Each of CBL, CRII, CRINA and CIL disclaims any pecuniary interest in any of the securities reported in this Schedule 13G. In addition, the filing of this Schedule 13G on behalf of CBL, CRII, CRINA and CIL should not be construed as an admission that CBL, CRII, CRINA or CIL is, and each of CBL, CRII, CRINA and CIL disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of such securities.
Furthermore, each of CBL, CRII, CRINA and CIL believes that it is not a "group" with FRI affiliates, the Principal Shareholders, or their respective affiliates within the meaning of Rule 13d-5 under the Act and that none of them is otherwise required to attribute to any other the beneficial ownership of the securities held by such person or by any persons or entities for whom or for which CBL, CRII, CRINA or CIL, or the FR I affiliates provide investment management services.
(a) Amount beneficially owned:
2,348,835
(b) Percent of class:
2.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
ClearBridge Investments Limited: 670,896
ClearBridge RARE Infrastructure International Pty Ltd: 1,085,499
ClearBridge RARE Infrastructure(North America) Pty Ltd: 577,474
ClearBridge Investments, LLC 11,966
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of
ClearBridge Investments Limited: 670,896
ClearBridge RARE Infrastructure International Pty Ltd: 1,085,499
ClearBridge RARE Infrastructure(North America) Pty Ltd: 577,474
ClearBridge Investments, LLC 11,966
(iv) Shared power to dispose or to direct the disposition of 0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [X].
CUSIP NO. 18539C204 13G Page 9 of 12
Item 6. Ownership of More than Five Percent on Behalf of Another Person
The clients of each of CBL, CRII, CRINA and CIL, including investment companies
registered under the Investment Company Act of 1940 and other managed accounts,
have the right to receive or power to direct the receipt of dividends from, and
the proceeds from the sale of, the securities reported herein.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
See Exhibit B
Item 9. Notice of Dissolution of Group
Not Applicable
CUSIP NO. 18539C204 13G Page 10 of 12
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose
or effect, other than activities solely in connection with a nomination under § 240.14a-11
Exhibits
Exhibit A ‑ Joint Filing Agreement
Exhibit B ‑ Item 8 Identification and Classification of Members of the Group
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.
Dated: February 13, 2023
ClearBridge Investments Limited
By: /s/ANNETTE GOLDEN
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Annette Golden
Head of Legal Risk, Compliance Company Secretary of ClearBridge Investments Limited
ClearBridge RARE Infrastructure International Pty Ltd
By: /s/ANNETTE GOLDEN
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Annette Golden
Head of Legal Risk, Compliance Company Secretary of ClearBridge Investments Limited
ClearBridge RARE Infrastructure (North America) Pty Ltd
By: /s/ANNETTE GOLDEN
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Annette Golden
Chief Compliance Officer of ClearBridge RARE Infrastructure (North America) Pty Ltd
ClearBridge Investments, LLC
By: /s/BRIAN R. MURPHY
& #xA0; ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Brian R. Murphy
Chief Compliance Officer of ClearBridge Investments, LLC
CUSIP NO. 18539C204 13G Page 11 of 12
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d‑1(k) under the Securities Exchange Act of 1934, as amended,
the undersigned hereby agree to the joint filing with each other of the attached
statement on Schedule 13G and to all amendments to such statement and that such
statement and all amendments to such statement are made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this agreement on February 13, 2023.
ClearBridge Investments Limited
By: /s/ANNETTE GOLDEN
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Annette Golden
Head of Legal Risk, Compliance Company Secretary of ClearBridge Investments Limited
ClearBridge RARE Infrastructure International Pty Ltd
By: /s/ANNETTE GOLDEN
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Annette Golden
Head of Legal Risk, Compliance Company Secretary of ClearBridge Investments Limited
ClearBridge RARE Infrastructure (North America) Pty Ltd
By: /s/ANNETTE GOLDEN
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Annette Golden
Chief Compliance Officer of ClearBridge RARE Infrastructure (North America) Pty Ltd
ClearBridge Investments, LLC
By: /s/BRIAN R. MURPHY
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Brian R. Murphy
Chief Compliance Officer of ClearBridge Investments, LLC
CUSIP NO. 18539C204 13G Page 12 of 12
EXHIBIT B
ClearBridge Investments Limited Item 3 Classification: 3(j)
ClearBridge RARE Infrastructure International Pty Ltd Item 3 Classification: 3(j)
ClearBridge RARE Infrastructure (North America) Pty Ltd Item 3 Classification: 3(j)
ClearBridge Investments, LLC Item 3 Classification: 3(e)