Wheeler Charles Form 4 Greenbacker Renewable Energy / CHARLES WHEELER ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

WHEELER CHARLES

(Last) (First) (Middle)

C/O GREENBACKER RENEWABLE ENERGY CO LLC

230 PARK AVENUE, SUITE 1560

(Street)

NEW YORK NY 10169

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Greenbacker Renewable Energy Co LLC [ N/A ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Share Units (Time)(1)	(2)	07/18/2024		A		44,677.35		(3)	(3)	Class P-I Shares	44,677.35	$0	100,019.14	D
Restricted Share Units (Performance)(1)	(2)	07/18/2024		A		178,709.39		(4)	(4)	Class P-I Shares	178,709.39	$0	510,759.67	D

Explanation of Responses:

1. Greenbacker Renewable Energy Company LLC (the "Company") granted these restricted share units to the Reporting Person pursuant to the Company's 2023 Equity Incentive Plan.

2. Each restricted share unit represents a contingent right to receive an amount equal to one Class P-I Share in (w) cash, (x) common shares (y) other securities or other property, as applicable, or (z) any combination thereof, as determined by the Company.

3. The restricted share units vest in three equal annual installments on each anniversary of July 1, 2024. Vested restricted share units will be settled as soon as reasonably practicable following such vesting.

4. The restricted share units vest based on the satisfaction of certain performance criteria during the performance period beginning on July 1, 2024, and ending on July 1, 2027. Vested restricted share units will be settled as soon as reasonably practicable following such vesting.

	/s/ Charles Wheeler	07/18/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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