Sec Form 3 Filing - Venture Global Partners II, LLC @ Venture Global, Inc. - 2025-01-23

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Venture Global Partners II, LLC
2. Issuer Name and Ticker or Trading Symbol
Venture Global, Inc. [ VG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O VENTURE GLOBAL, INC., 1001 19TH STREET NORTH, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
01/23/2025
(Street)
ARLINGTON, VA22209
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
Class A Common Stock ( 1 ) 435,500 ( 1 ) D ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Venture Global Partners II, LLC
C/O VENTURE GLOBAL, INC.
1001 19TH STREET NORTH, SUITE 1500
ARLINGTON, VA22209
X X See Remarks
Sabel Michael
C/O VENTURE GLOBAL, INC.
1001 19TH STREET NORTH, SUITE 1500
ARLINGTON, VA22209
X X See Remarks
Pender Robert B
C/O VENTURE GLOBAL, INC.
1001 19TH STREET NORTH, SUITE 1500
ARLINGTON, VA22209
X X See Remarks
Signatures
/s/ Keith Larson, attorney-in-fact for Venture Global Partners II, LLC 01/23/2025
Signature of Reporting Person Date
/s/ Keith Larson, attorney-in-fact for Michael Sabel 01/23/2025
Signature of Reporting Person Date
/s/ Keith Larson, attorney-in-fact for Robert B. Pender 01/23/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the consummation of the Issuer's initial public offering of its Class A Common Stock, each share of Class A Common Stock will (i) be converted into approximately 4,520.3317 shares of Class A Common Stock pursuant to a stock split and (ii) immediately after the stock split, the shares of Class A Common Stock held by the Reporting Persons will be converted into an equal number of shares of Class B Common Stock of the Issuer, in each case as described in the Issuer's Registration Statement on Form S-1/A (File No. 333-283964).
( 2 )The shares of Class A Common Stock are held directly by Venture Global Partners II, LLC ("VGP II"), and indirectly by Michael Sabel and Robert Pender, who are managing partners of VGP II and share voting and dispositive power over the shares held by VGP II.

Remarks:
Mr. Michael Sabel's title is Chief Executive Officer, Founder, and Executive Co-Chairman of the Board of Directors of the Issuer. Mr. Robert Pender's title is Executive Co-Chairman, Founder, and Executive Co-Chairman of the Board of Directors of the Issuer.Exhibit List - Exhibit 24 - Power of Attorney

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