Sec Form 13D Filing - GOLDMAN SACHS GROUP INC (GS) filing for ReNew Energy Global plc (RNW) - 2022-02-17

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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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

 

    8.  

Shared Voting Power

 

34,133,476 

    9.  

Sole Dispositive Power

 

  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%

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

 

    8.  

Shared Voting Power

 

34,133,476 

    9.  

Sole Dispositive Power

 

  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%

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

 

    8.  

Shared Voting Power

 

12,267,571 

    9.  

Sole Dispositive Power

 

  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%

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

 

    8.  

Shared Voting Power

 

12,267,571 

    9.  

Sole Dispositive Power

 

  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%

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

 

    8.  

Shared Voting Power

 

10,202,496 

    9.  

Sole Dispositive Power

 

  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%

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

 

    8.  

Shared Voting Power

 

10,202,496 

    9.  

Sole Dispositive Power

 

  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%

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

 

< td style="vertical-align: top; border-bottom: black 1pt solid; font: 10pt Times New Roman, Times, Serif">  7. 
  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:

   

Sole Voting Power

 

    8.  

Shared Voting Power

 

3,372,387 

    9.  

Sole Dispositive Power

 

  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%

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

 

1.2

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

 

    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

 

    8.  

Shared Voting Power

 

211,628 

    9.  

Sole Dispositive Power

 

  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%

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

 

    8.  

Shared Voting Power

 

354,989 

    9.  

Sole Dispositive Power

 

  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%

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

 

    8.  

Shared Voting Power

 

324,268 

    9.  

Sole Dispositive Power

 

  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%

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%

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

 

Exhibit

Number

  Description of Exhibits
   
99.1   Business Combination Agreement, dated as of February 24, 2021, as it may be amended from time to time, by and among the Issuer, RMG II, the RMG II Representative, Merger Sub, ReNew India and the Major Shareholders (incorporated herein by reference to Exhibit 99.1 to the Original Schedule 13D).
     
99.2   Shareholders Agreement, dated as August 23, 2021, by and among the Issuer and each Shareholders Agreement Investor (incorporated herein by reference to Exhibit 99.2 to the Original Schedule 13D).
     
99.3   Registration Rights, Coordination and Put Option Agreement, dated as of August 23, 2021, by and among the Issuer, the Significant Shareholders, the Founder Investors and ReNew India (incorporated herein by reference to Exhibit 99.3 to the Original Schedule 13D).
     
99.4   Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act, dated as of September 2, 2021, by and among the GS Reporting Persons (incorporated herein by reference to Exhibit 99.4 to the Original Schedule 13D).
     
99.5   Power of Attorney, relating to The Goldman Sachs Group, Inc. (incorporated herein by reference to Exhibit 99.5 to the Original Schedule 13D).
     
99.6   Power of Attorney, relating to Goldman, Sachs & Co. LLC (incorporated herein by reference to Exhibit 99.6 to the Original Schedule 13D).
     
99.7   Power of Attorney, relating to GS Wyvern Holdings Limited (incorporated herein by reference to Exhibit 99.7 to the Original Schedule 13D).
     
99.8   Power of Attorney, relating to GS Capital Partners VI Fund, L.P. (incorporated herein by reference to Exhibit 99.8 to the Original Schedule 13D).
     
99.9   Power of Attorney, relating to GSCP VI Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.9 to the Original Schedule 13D).
     
99.10   Power of Attorney, relating to GS Capital Partners VI Offshore Fund, L.P. (incorporated herein by reference to Exhibit 99.10 to the Original Schedule 13D).
     
99.11   Power of Attorney, relating to GSCP VI Offshore Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.11 to the Original Schedule 13D).
     
99.12   Power of Attorney, relating to GS Capital Partners VI Parallel, L.P. (incorporated herein by reference to Exhibit 99.12 to the Original Schedule 13D).
     
99.13   Power of Attorney, relating to GS Advisors VI, L.L.C. (incorporated herein by reference to Exhibit 99.13 to the Original Schedule 13D).
     
99.14   Power of Attorney, relating to GS Capital Partners VI GmbH & Co. KG (incorporated herein by reference to Exhibit 99.14 to the Original Schedule 13D).
     
99.15   Power of Attorney, relating to Goldman, Sachs Management GP GmbH (incorporated herein by reference to Exhibit 99.15 to the Original Schedule 13D).

 

 

 

     
99.16   Power of Attorney, relating to MBD 2011 Holdings, L.P. (incorporated herein by reference to Exhibit 99.16 to the Original Schedule 13D).
     
99.17   Power of Attorney, relating to Bridge Street 2011, L.P. (incorporated herein by reference to Exhibit 99.17 to the Original Schedule 13D).
     
99.18   Power of Attorney, relating to Bridge Street Opportunity Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.18 to the Original Schedule 13D).
     
99.19   Power of Attorney, relating to Bridge Street 2011 Offshore, L.P. (incorporated herein by reference to Exhibit 99.19 to the Original Schedule 13D).
     
99.20   Power of Attorney, relating to MBD 2011 Offshore Advisors, Inc. (incorporated herein by reference to Exhibit 99.20 to the Original Schedule 13D).
     
99.21   Power of Attorney, relating to West Street Energy Partners, L.P. (incorporated herein by reference to Exhibit 99.21 to the Original Schedule 13D).
     
99.22   Power of Attorney, relating to West Street Energy Partners Offshore Holding-B, L.P. (incorporated herein by reference to Exhibit 99.22 to the Original Schedule 13D).
     
99.23   Power of Attorney, relating to West Street Energy Partners Offshore, L.P. (incorporated herein by reference to Exhibit 99.23 to the Original Schedule 13D).
     
99.24   Power of Attorney, relating to Broad Street Energy Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.24 to the Original Schedule 13D).
     
99.25   Power of Attorney, relating to MBD 2013, L.P. (incorporated herein by reference to Exhibit 99.25 to the Original Schedule 13D).
     
99.26   Power of Attorney, relating to MBD 2013 Offshore, L.P. (incorporated herein by reference to Exhibit 99.26 to the Original Schedule 13D).
     
99.27   Power of Attorney, relating to MBD Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.27 to the Original Schedule 13D).
     
99.28  

Sale and Purchase Agreement dated as of February 14, 2022, by and between CPPIB and GSW (incorporated by reference to Exhibit 99.28 to the Original 13D).

     
99.29  

Sale and Purchase Agreement dated as of February 16, 2022, by and between CPPIB and GSW (filed herewith).

     

 

 

 

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