Greenbacker Renewable Energy Form 3 Greenbacker Renewable Energy / Carl Weatherley-White ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Weatherley-White Carl

(Last) (First) (Middle)

C/O GREENBACKER RENEWABLE ENERGY CO LLC

230 PARK AVENUE, SUITE 1560

(Street)

NEW YORK NY 10169

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2025

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks below

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class EO Common Shares(1)	42,623	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units (Time)(2)	(4)	(4)	Class P-I Common Shares	34,269.53	(3)	D
Restricted Share Units (Performance)(2)	(5)	(5)	Class P-I Common Shares	13,707.81	(3)	D

Explanation of Responses:

1. Reflects shares of Class EO Common Shares ("Earnout Shares") issued to the Reporting Person on February 27, 2024 in his capacity as an employee of Greenbacker Renewable Energy Company LLC (the "Company"). The Earnout Shares initially do not have the right to participate in any distributions payable by Greenbacker Renewable Energy Company LLC (the "Company"). Upon the achievement of separate bench-mark quarter-end-run-rate revenue targets, or upon the occurrence of certain liquidity events, however, these Earnout Shares can become "Participating Earnout Shares" and become entitled to priority allocation of profits and increases in value from the Company and will have equivalent economic and voting rights as Class P-I Common Shares, as further described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2022.

2. The Company granted these restricted share units to the Reporting Person pursuant to the Company's 2023 Equity Incentive Plan.

3. Each restricted share unit represents a contingent right to receive an amount equal to one Class P-I Common 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.

4. 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.

5. The restricted share units vest on the satisfaction of certain performance criteria during the performance period beginning on July 1, 2024, and ending on July 1, 2027, with a vesting date of July 1, 2028. Vested restricted share units will be settled as soon as reasonably practicable following such vesting.

Remarks:

Interim Chief Financial Officer

	/s/ Carl Weatherley-White	02/04/2025
	** 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 5 (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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