Sec Form 4 Filing - Stonepeak Rocket Holdings II LP @ Nuvve Holding Corp. - 2024-10-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stonepeak Rocket Holdings II LP 2. Issuer Name and Ticker or Trading Symbol Nuvve Holding Corp. [ NVVE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 55 HUDSON YARDS, 550 W. 34TH STREET, 48TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/15/2024 (Street) NEW YORK, NY10001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Warrants $ 10 10/15/2024 J( 1 ) 2,000,000 ( 2 ) 05/17/2031 Common Stock 2,000,000 ( 1 ) 0 D ( 3 ) ( 4 ) ( 5 ) ( 6 ) Series C Warrants $ 15 10/15/2024 J( 1 ) 1,000,000 ( 2 ) 05/17/2031 Common Stock 1,000,000 ( 1 ) 0 D ( 3 ) ( 4 ) ( 5 ) ( 6 ) Series D Warrants $ 20 10/15/2024 J( 1 ) 1,000,000 ( 2 ) 05/17/2031 Common Stock 1,000,000 ( 1 ) 0 D ( 3 ) ( 4 ) ( 5 ) ( 6 ) Series E Warrants $ 30 10/15/2024 J( 1 ) 1,000,000 ( 2 ) 05/17/2031 Common Stock 1,000,000 ( 1 ) 0 D ( 3 ) ( 4 ) ( 5 ) ( 6 ) Series F Warrants $ 40 10/15/2024 J( 1 ) 1,000,000 ( 2 ) 05/17/2031 Common Stock 1,000,000 ( 1 ) 0 D ( 3 ) ( 4 ) ( 5 ) ( 6 ) Options $ 50 10/15/2024 J( 1 ) 5,000,000 11/13/2021 11/17/2028 Common Stock 5,000,000 ( 1 ) 0 D ( 3 ) ( 4 ) ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stonepeak Rocket Holdings II LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Stonepeak GP Investors Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Stonepeak GP Investors Upper Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Stonepeak GP Investors Holdings Manager LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Stonepeak Associates IV LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Stonepeak GP Investors IV LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Dorrell Michael B. 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X Evolve Transition Infrastructure LP 1360 POST OAK BLVD, SUITE 2400 HOUSTON, TX77056 X Signatures See Exhibit 99.1 10/17/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 15, 2024, the Issuer, Stonepeak Rocket Holdings II LP, a Delaware limited partnership ("Stonepeak"), Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve") and Levo Mobility LLC, a Delaware limited liability company ("Levo"), entered into that certain Limited Liability Company Interest Sale Agreement pursuant to which, among other things, each Reporting Person irrevocably terminated any and all rights with respect to the securities that are the subject of this Form 4 for nominal consideration (the "Termination"). ( 2 )Prior to the Termination, the warrants were exercisable as described in the Reporting Person's Form 3, dated August 15, 2021. ( 3 )The securities that are the subject of this Form 4 comprise of (i) Series B warrants to purchase 2,000,000 shares of Common Stock, in the aggregate, (ii) Series C warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iii) Series D warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iv) Series E warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (v) Series F warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, and (vi) the option to purchase up to an aggregate of $250 million in shares of Common Stock as a purchase price of $50.00 per share. ( 4 )Prior to the Termination, the securities that are the subject of this Form 4 were directly beneficially owned 90% by Stonepeak and 10% by Evolve. Stonepeak Associates IV LLC is the general partner of Stonepeak Rocket Holdings II LP. Stonepeak GP Investors IV LLC is the sole member of Stonepeak Associates IV LLC. Stonepeak GP Investors Holdings LP is the managing member of Stonepeak GP Investors IV LLC. Stonepeak GP Investors Upper Holdings LP is the general partner of Stonepeak GP Investors Holdings LP. Stonepeak GP Investors Holdings Manager LLC is the general partner of Stonepeak GP Investors Upper Holdings LP. Mr. Dorrell serves as the sole member of Stonepeak GP Investors Holdings Manager LLC. ( 5 )Affiliates of Stonepeak own 100% of the issued and outstanding equity interests in SP Holdings, LLC, which is the sole member of Evolve's general partner. Evolve's general partner owns 100% of the common units of Evolve. ( 6 )Each Reporting Person disclaims beneficial ownership of the securities set forth herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act o f 1934, or for any other purpose.

Remarks: Exhibit 99.1: Additional Signatures

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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