Sher David Harris Form 4 Greenbacker Renewable Energy / David Harris Sher 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^*

Sher David Harris

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2022

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
Class P-I Common Shares	05/19/2022		A		999,877(1)	A	$8.798(2)	1,011,789(3)	D
Class P-I Common Shares	05/19/2022		A		165,510(1)	A	$8.798(2)	165,510	I	GreenBrothers Ventures LLC(4)
Class EO Common Shares	05/19/2022		A		416,101(5)	A	$0(5)	416,101	D
Class EO Common Shares	05/19/2022		A		68,877(5)	A	$0(5)	68,877	I	GreenBrothers Ventures LLC(6)

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

Explanation of Responses:

1. Reflects shares of Class P-I Common Shares distributed to the Reporting Person on May 19, 2022, in his capacity as a member of Greenbacker Group LLC ("Group LLC"), in connection with a management acquisition (the "Acquisition") by Greenbacker Renewable Energy Company LLC (the "Company"). The Reporting Person may receive up to additional 123,580 shares from Group LLC upon release from holdback arrangements between the Company and Group LLC.

2. Reflects the last reported net asset value per share published by the Company on March 31, 2022.

3. Includes approximately 804 shares of Class P-I Common Shares acquired under the distribution reinvestment plan of Greenbacker Renewable Energy Company LLC since the Reporting Person's last report

4. Reflects shares of Class P-I Common Shares distributed to GreenBrothers Ventures LLC on May 19, 2022, in its capacity as a member of Group LLC, in connection with the Acquisition, proportionate to the Reporting Person's percentage ownership in GreenBrothers Ventures LLC. The Reporting Person disclaims ownership other than to the extent of his pecuniary interest

5. Reflects shares of Class EO Common Shares ("Earnout Shares") issued to the Reporting Person on May 19, 2022, in his capacity as a member of Group LLC, in connection with the Acquisition. These Earnout Shares initially do not have the right to participate in any distributions payable by the Company. Upon the achievement of separate benchmark 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.

6. Reflects shares of Earnout Shares distributed to GreenBrothers Ventures LLC on May 19, 2022, in its capacity as a member of Group LLC, in connection with the Acquisition, proportionate to the Reporting Person's percentage ownership in GreenBrothers Ventures LLC. The Reporting Person disclaims ownership other than to the extent of his pecuniary interest.

	/s/ David Sher	05/23/2022
	** 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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