Sec Form 13G Filing - Fifth Street Station LLC @ STEM INC.

Sec Form 13G Filing - Fifth Street Station LLC filing for STEM INC. (STEM) - 2021-02-11

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Star Peak Energy Transition Corp.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

855185104

(CUSIP Number)

December 31, 2020

(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)

☒ 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 disclosures provided in a prior cover page.

The information required on 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. 855185104		13G		Page 2 of 7 Pages

(1)

This Schedule 13G is filed by Fifth Street Station LLC (“Fifth Street”), Palouse Investment Management Inc. (“Palouse Management”) and Palouse Investment LLC (“Palouse” and, together with Fifth Street and Palouse Management, the “Reporting Persons”). Fifth Street and Palouse Management share common officers. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Based on 38,358,504 shares of Class A common stock of Star Peak Energy Transition Corp. (the “Company”) outstanding as of November 16, 2020, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2020.


CUSIP No. 855185104		13G		Page 3 of 7 Pages

(1)

Palouse Management has sole voting and dispositive power over the 299,409 shares held of record by Palouse (the “Palouse Shares”). Palouse Management is the manager of Palouse, which is the record holder of the Palouse Shares. Palouse Management is not a record holder of the Palouse Shares and disclaims beneficial ownership of the Palouse Shares, except to the extent of its pecuniary interest therein.

(2)	Based on 38,358,504 shares of Class A common stock of the Company outstanding as of November 16, 2020, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the SEC on November 16, 2020.


CUSIP No. 855185104		13G		Page 4 of 7 Pages

(1)

Palouse is the record holder of the Palouse Shares. Palouse is managed by Palouse Management. Palouse Management has sole voting and dispositive power over the Palouse Shares. Palouse Management is not the record holder of the Palouse Shares and disclaims beneficial ownership of the Palouse Shares, except to the extent of its pecuniary interest therein.

(2)	Based on 38,358,504 shares of Class A common stock of the Company outstanding as of November 16, 2020, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the SEC on November 16, 2020.


CUSIP No. 855185104		13G		Page 5 of 7 Pages

Item 1(a)

Name of Issuer:

Star Peak Energy Transition Corp.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

1603 Orrington Avenue, 13^th Floor, Evanston, IL 60201

Item 2(a)

Name of Person Filing:

(i) Fifth Street Station LLC (“Fifth Street”)

(ii) Palouse Investment Management Inc. (“Palouse Management”)

(iii) Palouse Investment LLC (“Palouse”)

Item 2(b)

Address of Principal Business Office or, If None, Residence:

(i) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

(ii) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

(iii) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

Item 2(c)

Citizenship:

(i) Delaware

(ii) Washington

(iii) Delaware

Item 2(d)

Title of Class of Securities:

Class A Common Stock, $0.0001 par value per share

Item 2(e)

CUSIP Number:

855185104

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)

(b) ☐ Bank as defined in section 3(a)(6) 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);


CUSIP No. 855185104		13G		Page 6 of 7 Pages

(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)(1)(ii)(J);

(k) ☐ 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:

Not applicable.

Item 4.

Ownership


Reporting Person	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class*
Fifth Street		2,375,989		0		2,375,989		0		2,375,989		6.2	%
Palouse Management		299,409		0		299,409		0		299,409		0.8	%
Palouse		0		0		0		0		299,409		0.8	%

Palouse Management has sole voting and dispositive power over the 299,409 shares held of record by Palouse. Palouse Management is the manager of Palouse, which is the record holder of the Palouse Shares. Palouse Management is not a record holder of the Palouse Shares and disclaims beneficial ownership of the Palouse Shares, except to the extent of its pecuniary interest the rein.

* Based on 38,358,504 shares of Class A common stock of the Company outstanding as of November 16, 2020, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the SEC on November 16, 2020.

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 or more than five percent of the class of securities, check the following box: ☐

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certifications

Not applicable.


CUSIP No. 855185104		13G		Page 7 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


Dated: February 11, 2021	PALOUSE INVESTMENT LLC

	By Palouse Investment Management Inc., its Manager

	By:	/s/ Chris Orndorff
	Name:	Chris Orndorff
	Title:	Vice President

EXHIBIT INDEX


Exhibit		Title

99.1		Joint Filing Agreement dated February 11, 2021 among the Reporting Persons

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Fifth Street Station LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒ (1)

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware