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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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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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(Amendment No. 1)*
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NuScale Power Corp (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
67079K100 (CUSIP Number) |
12/31/2024 (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. | 67079K100 |
| 1 | Names of Reporting Persons
Samsung C&T Corporation | ||||||||
| 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
KOREA, REPUBLIC OF
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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
5,185,804.00 | ||||||||
| 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)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Securities reported consist of (i) 2,578,702 shares of Class B common stock, par value $0.0001 ("Class B Common Stock") of the NuScale Power Corporation (the "Issuer") paired with an equal number of Class B Units of NuScale Power, LLC ("Class B Units") held by the Reporting Person, which may be exchanged at the Reporting Person's election for shares of Class A Common Stock, par value $0.0001 per share of the Issuer ("Class A Common Stock") on a one-for-one basis, or, at the election of the Issuer, cash equal to the net proceeds raised by selling such Class A Common Stock in a contemporaneous underwritten offering, and (ii) 2,607,102 shares of Class A Common Stock held directly by the Reporting Person.Percentage ownership is based on 101,097,113 shares of Class A Common Stock of the Issuer outstanding as of November 4, 2024, as reported in the Issuer's Form 10-Q filed on November 8, 2024, plus 2,578,702 shares of Class A Common Stock issuable upon exchange of an equal number of shares of Class B Common Stock and Class B Units held by the Reporting Person.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
NuScale Power Corp | |
| (b) | Address of issuer's principal executive offices:
6650 SW Redwood Lane, Suite 210, Portland, OR 97224 | |
| Item 2. | ||
| (a) | Name of person filing:
Samsung C&T Corporation, a corporation organized under the laws o
f the Republic of Korea (the "Reporting Person") | |
| (b) | Address or principal business office or, if none, residence:
26, Sangil-ro 6-gil, Gangdong-guSeoul 05288, Republic of Korea | |
| (c) | Citizenship:
Republic of Korea | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
67079K100 | |
| 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:
See the response to row 9 of the cover page of the Reporting Person. | |
| (b) | Percent of class:
See the response to row 11 of the cover page of the Reporting Person. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the response to row 5 of the cover page of the Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See the response to row 6 of the cover page of the Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the response to row 7 of the cover page of the Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the response to row 8 of the cover page of the Reporting Person. | ||
| 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. |
| 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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