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 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ReNew Energy Global plc
(Name of Issuer)
ReNew Global Class A Shares, Nominal Value $0.0001 Per Share
(Title of Class of Securities)
G7500M 104
(CUSIP Number)
David S. Thomas, Esq.
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
(212) 902-1000
With a copy to:
Nallini Puri and Sarah Lewis
2 London Wall Place
London
EC2Y 5AU
+44 20 7614 2200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 16, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | 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 (the “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. G7500M 104
1. | Names of Reporting Persons
The Goldman Sachs Group, Inc. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds AF | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
34,133,476 | |||||
9. | Sole Dispositive Power
0
| |||||
10. | Shared Dispositive Power
34,133,476 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
34,133,476 | |||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row 11
12.1%1 | |||||
14. | Type Of Reporting Person
HC-CO |
(1) Based on 282,430,194 Class A Shares (“Class A Shares”) of ReNew Energy Global plc (the “Issuer”) outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
Goldman Sachs & Co. LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds AF | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
New York | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
34,133,476 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
34,133,476 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
34,133,476 | |||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row 11
12.1%1 | |||||
14. | Type Of Reporting Person
BD-PN-IA | |||||
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
GS Wyvern Holdings Limited | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only
| ||||
4. | Source of Funds AF | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Mauritius | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
34,133,476 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power
34,133,476 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
34,133,476 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
12.1%1 | ||||
14. | Type Of Reporting Person
OO |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
GS Capital Partners VI Fund, L.P. | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only
| ||||
4. | Source of Funds WC | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
12,267,571 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power
12,267,571 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
12,267,571 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
4.3%1 | ||||
14. | Type Of Reporting Person
PN |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
GSCP VI Advisors, L.L.C. | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only
| ||||
4. | Source of Funds AF | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
12,267,571 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power
12,267,571 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
12,267,571 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
4.3%1 | ||||
14. | Type Of Reporting Person
OO |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
GS Capital Partners VI Offshore Fund, L.P. | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only
| ||||
4. | Source of Funds
WC | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Cayman Islands | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
10,202,496 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power
10,202,496 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,202,496 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
3.6%1 | ||||
14. | Type Of Reporting Person
PN |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
GSCP VI Offshore Advisors, L.L.C. | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only
| ||||
4. | Source of Funds
AF | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
10,202,496 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power
10,202,496 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,202,496 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
3.6%1 | ||||
14. | Type Of Reporting Person
OO |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
GS Capital Partners VI Parallel, L.P. | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only
| ||||
4. | Source of Funds
WC | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
< td style="vertical-align: top; border-bottom: black 1pt solid; font: 10pt Times New Roman, Times, Serif"> 7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
3,372,387 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power
3,372,387 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,372,387 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
1.2%1 | ||||
14. | Type Of Reporting Person
PN |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
GS Advisors VI, L.L.C. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
AF | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
3,372,387 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power 3,372,387 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,372,387 | |||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row 11
1.21 | |||||
14. | Type Of Reporting Person
OO |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
GS Capital Partners VI GmbH & Co. KG | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only
| ||||
4. | Source of Funds
WC | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Germany | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
436,908 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power 436,908 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
436,908 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
0.2%1 | ||||
14. | Type Of Reporting Person
PN |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
Goldman, Sachs Management GP GMBH | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
AF | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
Germany | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
436,908 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power 436,908 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
436,908 | |||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row 11
0.2%1 | |||||
14. | Type Of Reporting Person
OO | |||||
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
MBD 2011 Holdings, L.P. | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only | ||||
4. | Source of Funds
WC | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Cayman Islands | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
211,628 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power 211,628 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
211,628 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
0.1%1 | ||||
14. | Type Of Reporting Person
PN |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
MBD 2011 Offshore Advisors, Inc. | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only | ||||
4. | Source of Funds
AF | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Cayman Islands | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
354,989 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power 354,989 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
354,989 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
0.1%1 | ||||
14. | Type Of Reporting Person
CO |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
Bridge Street 2011, L.P. | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only
| ||||
4. | Source of Funds
WC | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
324,268 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power 324,268 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 324,268 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
0.1%1 | ||||
14. | Type Of Reporting Person
PN |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
Bridge Street Opportunity Advisors, L.L.C. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
AF | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
324,268 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power 324,268 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
324,268 | |||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row 11
0.1%1 | |||||
14. | Type Of Reporting Person
OO | |||||
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
Bridge Street 2011 Offshore, L.P. | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only
| ||||
4. | Source of Funds
WC | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Cayman Islands | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
143,361 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power
143,361 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
143,361 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
0.1%1 | ||||
14. | Type Of Reporting Person
PN |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
West Street Energy Partners, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
WC | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization < p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
3,713,722 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power 3,713,722 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,713,722 | |||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row 11
1.3%1 | |||||
14. | Type Of Reporting Person
PN | |||||
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
Broad Street Energy Advisors, L.L.C. | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only
| ||||
4. | Source of Funds
AF | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
7,038,323 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power 7,038,323 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 7,038,323 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
2.5%1 | ||||
14. | Type Of Reporting Person
OO |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
West Street Energy Partners Offshore Holding-B, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
WC | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
849,924 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power 849,924 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 849,924 | |||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row 11
0.3%1 | |||||
14. | Type Of Reporting Person
PN | |||||
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
West Street Energy Partners Offshore, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
WC | |||||
5. | Check if Disclosure of Legal Proceeding s is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
2,474,677 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power 2,474,677 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,474,677 | |||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row 11
0.9% 1 | |||||
14. | Type Of Reporting Person
PN | |||||
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
MBD 2013, L.P. | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only
| ||||
4. | Source of Funds
WC | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
102,400 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power
102,400 | ||||
11. | Aggreg ate Amount Beneficially Owned by Each Reporting Person
102,400 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
0.0%1 | ||||
14. | Type Of Reporting Person
PN |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
MBD Advisors, L.L.C. | ||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||||
3. | SEC Use Only
| ||||
4. | Source of Funds
AF | ||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | ||||
6. | Citizenship or Place of Organization
Delaware | ||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | |||
8. | Shared Voting Power
139,947 | ||||
9. | Sole Dispositive Power
0 | ||||
10. | Shared Dispositive Power
139,947 | ||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
139,947 | ||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | ||||
13. | Percent of Class Represented by Amount in Row 11
0.0%1 | ||||
14. | Type Of Reporting Person
OO |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
CUSIP No. G7500M 104
1. | Names of Reporting Persons
MBD 2013 Offshore, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds
WC | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
37,547 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power 37,547 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 37,547 | |||||
12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
13. | Percent of Class Represented by Amount in Row 11
0.0%1 | |||||
14. | Type Of Reporting Person
PN |
(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.
This Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D originally filed by the Reporting Persons on September 2, 2021, as amended on December 10, 2021 and as further amended on February 14, 2022 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D.
Item 4. | Purpose of Transaction |
This Amendment amends Item 4 of the Original Schedule 13D to delete the second paragraph under “Sale and Purchase Agreement” and replace it with the following:
Pursuant to a sale and purchase agreement dated February 16, 2022, by and between CPPIB and GSW (the “Second Sale and Purchase Agreement” and, together with the First Sale and Purchase Agreement, the “Sale and Purchase Agreements”), GSW has agreed to sell, and CPPIB has agreed to purchase, 9,100,000 Class C Depositary Receipts (as defined in the Second Sale and Purchase Agreement) representing 9,100,000 Class C Shares in a privately negotiated transaction (the “Second Sale and Purchase”) at a purchase price of $6.50 per Class C Depositary Receipt. The Second Sale and Purchase Agreement contains customary warranties and is conditioned upon confirmation by Computershare Trust Company, N.A., as the depositary, that it has received the documents and information from GSW necessary to amend the registers of holders of Class C Depositary Receipts to reflect the transfers contemplated thereunder.
Item 5. | Interest in Securities of the Issuer |
This Amendment amends and restates the first paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
Following the completion of the Second Sale and Purchase described in Item 4 above, each of the GS Reporting Persons will have the following beneficial ownership of Class A Shares of the Issuer (percentages are based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021):
(i) | The Goldman Sachs Group will have shared dispositive and voting power over 16,133,476 shares, representing 5.7% of the outstanding shares. |
(ii) | Goldman Sachs, by virtue of its status as manager for GSCP Advisors VI, GSCP VI Offshore Advisors, GS Advisors VI, Goldman Sachs Management GP, Bridge Street Opportunity Advisors, MBD 2011 Offshore Advisors, Broad Street Energy Advisors and MBD Advisors and the investment manager for each of the GSW Investors, will have shared dispositive and voting power over 16,133,476 shares, representing 5.7% of the outstanding shares. |
(iii) | GSW will have shared dispositive and voting power over 16,133,476 Class A Shares, representing 5.7% of the outstanding shares. |
(iv) | GS Capital Partners VI, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 5,798,371 shares, representing 2.1% of the outstanding shares. |
(v) | GSCP VI Advisors, by virtue of its status as the general partner of GS Capital Partners VI, will have shared dispositive and voting power over 5,798,371 shares, representing 2.1% of the outstanding shares. |
(vi) | GS Capital Partners VI Offshore Fund, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 4,822,296 shares, representing 1.7% of the outstanding shares. |
(vii) | GSCP VI Offshore Advisors, by virtue of its status as the general partner of GS Capital Partners VI Offshore Fund, will have shared dispositive and voting power over 4,822,296 shares, representing 1.7% of the outstanding shares. |
(viii) | GS Capital Partners VI Parallel, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 1,593,987 shares, representing 0.6% of the outstanding shares. |
(ix) | GS Advisors VI, by virtue of its status as the general partner of GS Capital Partners VI Parallel, will have shared dispositive and voting power over 1,593,987 shares, representing 0.6% of the outstanding shares. |
(x) | GS Capital Partners VI GmbH, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 206,508 shares, representing 0.1% of the outstanding shares. |
(xi) | Goldman Sachs Management GP, by virtue of its status as the general partner of GS Capital Partners VI GmbH, will have shared dispositive and voting power over 206,508 shares, representing 0.1% of the outstanding shares. |
(xii) | MBD 2011 Holdings, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 100,028 shares, representing 0.0% of the outstanding shares. |
(xiii) | Bridge Street 2011 Offshore, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 67,761 shares, representing 0.0% of the outstanding shares. |
(xiv) | MBD 2011 Offshore Advisors, by virtue of its status as the general partner of MBD 2011 Holdings and Bridge Street 2011 Offshore, will have shared dispositive and voting power over 167,789 shares, representing 0.1% of the outstanding shares. |
(xv) | Bridge Street 2011, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 153,268 shares, representing 0.1% of the outstanding shares. |
(xvi) | Bridge Street Opportunity Advisors, by virtue of its status as the general partner of Bridge Street 2011, will have shared dispositive and voting power over 153,268 shares, representing 0.1% of the outstanding shares. |
(xvii) | West Street Energy Partners, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 1,755,322 shares, representing 0.6% of the outstanding shares. |
(xviii) | West Street Energy Partners Offshore Holding-B, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 401,724 shares, representing 0.1% of the outstanding shares. |
(xix) | West Street Energy Partners Offshore, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 1,169,677 shares, representing 0.4% of the outstanding shares. |
(xx) | Broad Street Energy Advisors, by virtue of its status as the general partner of West Street Energy Partners, West Street Energy Partners Offshore Holding-B and West Street Energy Partners Offshore, will have shared dispositive and voting power over 3,326,723 shares, representing 1.2% of the outstanding shares. |
(xxi) | MBD 2013, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 48,400 shares, representing 0.0% of the outstanding shares. |
(xxii) | MBD 2013 Offshore, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 17,747 shares, representing 0.0% of the outstanding shares. |
(xxiii) | MBD Advisors, by virtue of its status as the general partner of MBD 2013 and MBD 2013 Offshore, will have shared dispositive and voting power over 66,147 shares, representing 0.0% of the outstanding shares. |
Item 7. | Material to be Filed as Exhibits |
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 17, 2022
THE GOLDMAN SACHS GROUP, INC. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
GOLDMAN, SACHS & CO. L.L.C. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
GS WYVERN HOLDINGS LIMITED | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
GS CAPITAL PARTNERS VI FUND, L.P. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
GSCP VI ADVISORS, L.L.C. |
||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact |
GSCP VI OFFSHORE ADVISORS, L.L.C. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
GS CAPITAL PARTNERS VI PARALLEL, L.P. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney -in-fact | ||
GS ADVISORS VI, L.L.C. |
||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
GS CAPITAL PARTNERS VI GMBH & CO. KG | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
GOLDMAN, SACHS MANAGEMENT GP GMBH | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
MBD 2011 HOLDINGS, L.P. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact |
BRIDGE STREET 2011 OFFSHORE, L.P. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
MBD 2011 OFFSHORE ADVISORS, INC. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
BRIDGE STREET 2011, L.P. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
WEST STREET ENERGY PARTNERS, L.P. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
WEST STREET ENERGY PARTNERS OFFSHORE HOLDING-B, L.P. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact |
WEST STREET ENERGY PARTNERS OFFSHORE, L.P. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
BROAD STREET ENERGY ADVISORS, L.L.C. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
MBD 2013, L.P. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
MBD 2013 OFFSHORE, L.P. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact | ||
MBD ADVISORS, L.L.C. | ||
By: /s/ Crystal Orgill | ||
Name: Crystal Orgill | ||
Title: Attorney-in-fact |