UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Forterra, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
34960W 106
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Electron Capital Partners, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,419,200 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,419,200 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,419,200 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||||
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James O. Shaver | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,419,200 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,419,200 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,419,200 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC | |||||
| Item 1(a). | Name of Issuer: |
Forterra, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
511 East John Carpenter Freeway, 6th Floor, Irving, TX 75062
| Item 2(a). | Names of Persons Filing: |
The names of the persons filing this report (collectively, the “Reporting Persons”) are:
Electron Capital Partners, LLC (the “Adviser”)
James O. Shaver (“Mr. Shaver”)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is:
10 East 53rd Street, 19th Floor
New York, NY 10022
| Item 2(c). | Citizenship: |
The Adviser is a Delaware limited liability company
Mr. Shaver is a United States citizen
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value per share (“Common Stock”)
| Item 2(e). | CUSIP Number: |
34960W 106
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(e) [X] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E)
(g) [X] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)
| Item 4. | Ownership. |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 65,673,670 outstanding shares of Common Stock, as reported in the Issuer’s Form 10-Q filed on October 29, 2020.
The Adviser serves as the investment manager to each of Electron Global Master Fund L.P. (the “Global Fund”), Electron Infrastructure Master Fund L.P. (the “Infrastructure Fund”), and three separately managed accounts (the “Managed Accounts”). The Global Fund directly holds 2,444,862 shares of Common Stock, the Infrastructure Fund directly holds 1,678,889 shares of Common Stock, and the Managed Accounts directly hold in the aggregate 295,449 of Common Stock. The Adviser may be deemed to beneficially own such shares. Mr. Shaver is the managing member of the Adviser and may be deemed to beneficially own such shares.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 16, 2021
ELECTRON CAPITAL PARTNERS, LLC
By: | /s/ Aaron Keller | |
Name: Aaron Keller | ||
Title: Authorized Signatory |
/s/ James O. Shaver |
| JAMES O. SHAVER |
EXHIBIT 1
AGREEMENT
The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.
Date: February 16, 2021
ELECTRON CAPITAL PARTNERS, LLC
| By: | /s/ Aaron Keller | |
| Name: Aaron Keller | ||
| Title: Authorized Signatory |
/s/ James O. Shaver |
JAMES O. SHAVER |
