Clearway Energy (CWEN) Form 3 Clearway Energy / SE TotalEnergies 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^*

TotalEnergies SE

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE I0 92400

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2022

3. Issuer Name and Ticker or Trading Symbol
Clearway Energy, Inc. [ CWEN ]

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

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

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

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

	Form filed by One Reporting Person
X	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 A Common Stock	21,841	I	See footnote(1)
Class C Common Stock	65,787	I	See footnote(1)

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
Class B Units of Clearway Energy LLC	(2)	(2)	Class A Common Stock	42,738,750	(2)	I	See footnote(1)
Class D Units of Clearway Energy LLC	(3)	(3)	Class C Common Stock	42,336,750	(3)	I	See footnote(1)

1. Name and Address of Reporting Person^*

TotalEnergies SE

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE I0 92400

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TotalEnergies Gestion USA SARL

(Last) (First) (Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

HAUTS-DE-SEINE I0 92400

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TotalEnergies Holdings USA, Inc.

(Last) (First) (Middle)

1201 LOUISIANA STREET

SUITE 1800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TotalEnergies Delaware, Inc.

(Last) (First) (Middle)

1201 LOUISIANA STREET

SUITE 1800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TotalEnergies Renewables USA, LLC

(Last) (First) (Middle)

1201 LOUISIANA STREET

SUITE 1800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. The securities reported herein are held directly by Clearway Energy Group LLC ("Clearway Energy Group"), a wholly owned subsidiary of GIP III Zephyr Acquisition Partners, L.P. ("GIP"). TotalEnergies Renewables USA, LLC holds 50% of the equity interests in GIP III Zephyr Holdings, LLC, which is the general partner of GIP. TotalEnergies Holdings USA, Inc. is the sole shareholder of TotalEnergies Delaware, Inc., which is the sole member of TotalEnergies Renewables USA, LLC. TotalEnergies Gestion USA SARL, which is a direct wholly owned subsidiary of TotalEnergies SE, is the sole shareholder of TotalEnergies Holdings USA, Inc. As a result, each of the foregoing entities may be deemed to beneficially own the securities reported herein.

2. The Class B Units of Clearway Energy LLC are exchangeable at any time for shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class B Units for shares of Class A Common Stock, an equivalent number of shares of Class B Common Stock issued to the holder will automatically be canceled.

3. The Class D Units of Clearway Energy LLC are exchangeable at any time for shares of Class C Common Stock of the Issuer on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class D Units for shares of Class C Common Stock, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled.

Remarks:

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

	TOTALENERGIES SE By: /s/ Aurelien Hamelle Name: Aurelien Hamelle Title: General Counsel	09/12/2022
	TOTALENERGIES GESTION USA SARL By: /s/ Eric Bozec Name: Eric Bozec Title: General Manager	09/12/2022
	TOTALENERGIES HOLDINGS USA, INC. By: /s/ Christophe Vuillez Name: Christophe Vuillez Title: Chief Executive Officer and President	09/12/2022
	TOTALENERGIES DELAWARE, INC. By: /s/ Christophe Vuillez Name: Christophe Vuillez Title: President	09/12/2022
	TOTALENERGIES RENEWABLES USA, LLC By: /s/ Marc-Antoine Pignon Name: Marc-Antoine Pignon Title: Chief Executive Officer	09/12/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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