Sec Form 13D Filing - EVgo Member Holdings, LLC filing for EVgo, Inc. (EVGO) - 2024-12-18

The address of the principal business and principal office of each of the Reporting Persons is 1700 Broadway, 35th Floor, New York, New York 10019.

The principal business of EVgo Holdings and EVgo Member is to hold securities in the Issuer. The principal business of LSPEP IV is making private equity and related investments. The principal business of LSPEP IV GP is acting as the general partner of LSPEP IV. The principal business of LSPEP IV Ultimate GP is acting as the general partner LSPEP IV GP. The principal business of LSP Advisors is managing the investments of LSPEP IV and other private equity funds (LSPEP IV and such other private equity funds referred to herein as "LS Power Funds"). The principal business of Mr. Nanus is to manage the investments of the LS Power Funds.EVgo Member is the sole voting member of EVgo Holdings. LSPEP IV is the sole member of EVgo Member. LSPEP IV GP is the general partner of LSPEP IV. LSPEP IV Ultimate GP is the general partner of LSPEP IV GP. LSP Advisors is the sole member of LSPEP IV Ultimate GP.Each of LSPEP IV, LSPEP IV GP, LSPEP IV Ultimate GP and LSP Advisors may be deemed to have shared voting and investment power with respect to the shares directly owned by EVgo Member and therefore may be deemed to beneficially own such shares.Mr. Nanus, through his position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, Mr. Nanus may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. Mr. Nanus disclaims beneficial ownership of such shares.

None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The jurisdiction of organization of each of the Reporting Persons is set forth in subsection (a) above. Mr. Nanus is a citizen of the United States.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety:The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.On December 16, 2024, the Issuer redeemed from EVgo Holdings 23,000,000 shares of the Company's Class B Common Stock. In connection with such redemption, the Issuer issued to EVgo Holdings 23,000,000 shares of Class A Common Stock.Also on December 16, 2024, EV Holdings agreed to sell 23,000,000 shares of Class A Common Stock at a public offering price of $5.00 per share in an underwritten public offering (the "Offering"). The Reporting Persons granted the underwriters an option to purchase up to 3,450,000 additional shares of Common Stock within 30 days of the pricing of the Offering.The Reporting Persons acquired the securities reported herein in connection with an underwritten equity offering. The Reporting Persons intend to participate in the management of the Issuer through representation on the Issuer's Board of Directors. Except as set forth in this Schedule 13D, the Reporting Persons have no plans or proposals at present that relate to or would result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend to regularly review their investment in the Issuer. Based on such review as well as other factors (including, among other things, their evaluation of the Issuer's business, prospects and financial condition, the market price for the Issuer's securities, other opportunities available to them and general market, industry and economic conditions), the Reporting Persons, and/or other persons affiliated with them, may, and reserve the right to, evaluate their investments and make strategic decisions based thereon, including disposing of, or causing to be disposed, a portion of the Securities beneficially owned by them, in the public market through open market sales, registered or unregistered block trades, in privately negotiated transactions, redemptions by the Issuer or otherwise. The Reporting Persons may formulate such plans or proposals for, and may from time to time explore, or make such proposals relating to, transactions or actions which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D.In connection with the Offering, on December 16, 2024, EVgo Holdings and the directors and officers of the Issuer each entered into lock-up agreements with the underwriters (the "Lock-up Agreements") pursuant to which they each agreed, subject to certain exceptions, not to offer, sell, pledge or otherwise transfer any shares of Common Stock for a period of 60 days from date of filing of the final prospectus relating to the Offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety the full text of the Lock-Up Agreement, a form of which is filed as an exhibit to this Amendment No. 1 and i ncorporated herein by reference.Pursuant to the Amended and Restated Limited Liability Company Agreement of EVgo OpCo, LLC, dated as of July 1, 2021, EVgo OpCo LLC is obligated to offer to redeem shares of Common Stock held by EVgo Holdings at least once per quarter. EVgo Holdings may, but is not obligated to, accept such redemption.

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety:The information set forth in or incorporated by reference in Items 2, 3, 4 and on the cover page of this Schedule 13D is incorporated by reference in its entirety into this Item 5.As of the date of this Amendment No. 1, EVgo Holdings and EVgo Member beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D with respect to such persons. As a result of their relationship with the EVgo Member, each of LSPEP IV, LSPEP IV GP and LSPEP IV Ultimate GP, each of LSPEP IV, LSPEP IV GP, LSPEP IV Ultimate GP and LSP Advisors, respectively, may be deemed the beneficial owner of such shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D. Mr. Nanus through his position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, Mr. Nanus may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. Mr. Nanus disclaims beneficial ownership of such shares.

Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety:The information set forth in or incorporated by reference in Items 2, 3, 4 and on the cover page of this Schedule 13D is incorporated by reference in its entirety into this Item 5.As of the date of this Amendment No. 1, EVgo Holdings and EVgo Member beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D with respect to such persons. As a result of their relationship with the EVgo Member, each of LSPEP IV, LSPEP IV GP and LSPEP IV Ultimate GP, each of LSPEP IV, LSPEP IV GP, LSPEP IV Ultimate GP and LSP Advisors, respectively, may be deemed the beneficial owner of such shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D. Mr. Nanus through his position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, Mr. Nanus may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. Mr. Nanus disclaims beneficial ownership of such shares.

Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety:The information set forth in or incorporated by reference in Items 2, 3, 4 and on the cover page of this Schedule 13D is incorporated by reference in its entirety into this Item 5.In connection with and prior to the completion of the Offering, the Issuer will redeem from EVgo Holdings 23,000,000 shares of the Company's Class B Common Stock in exchange for 23,000,000 shares of Class A Common Stock, which shares will be sold in the Offering.

Item 5(d) of the Schedule 13D is hereby amended and restated in its entirety:The information set forth in or incorporated by reference in Items 2, 3, 4 and on the cover page of this Schedule 13D is incorporated by reference in its entirety into this Item 5.Except as set forth in this Item 5, no other person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of such shares of Common Stock.

Item 5(e) of the Schedule 13D is hereby amended and restated in its entirety:The information set forth in or incorporated by reference in Items 2, 3, 4 and on the cover page of this Schedule 13D is incorporated by reference in its entirety into this Item 5.As of December 16, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the Common Stock of the Issuer.

Item 6 of the 13D is hereby further amended by adding the following at the end thereof:Lock-up AgreementIn connection with the Offering, on December 16, 2024, EVgo Holdings and the directors and officers of the Issuer each entered into lock-up agreements with the underwriters (the "Lock-up Agreements") pursuant to which they each agreed, subject to certain exceptions, not to offer, sell, pledge or otherwise transfer any shares of Common Stock for a period of 60 days from date of filing of the final prospectus relating to the Offering. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety the full text of the Lock-Up Agreement, a form of which is filed as an exhibit to this Amendment No. 1 and incorporated herein by reference.

Item 7 of the Schedule 13D is hereby amended to include the following:Exhibit 4: Joint Filing AgreementExhibit 5: Form of Lock-Up Agreement, dated December 16, 2024 (incorporated by reference to the Current Report on Form 8-K of EVgo, Inc., filed on December 18, 2024).Exhibit 6: Amended and Restated Limited Liability Company Agreement of EVgo OpCo, LLC, dated July 1, 2021 (incorporated by reference to the Current Report on Form 8-K of EVgo, Inc., filed on July 8, 2021).