Eos Energy Enterprises (EOSE) Form 3 Initial statement of insider ownership

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^*

Wood River Capital, LLC

(Last) (First) (Middle)

4111 E. 37TH STREET NORTH

(Street)

WICHITA KS 67220

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/30/2022

3. Issuer Name and Ticker or Trading Symbol
Eos Energy Enterprises, Inc. [ EOSE ]

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

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)
Common Stock	2,538,261	D(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
5% / 6% Convertible Senior PIK Toggle Notes Due 2026(2)	07/07/2021	06/20/2026	Common Stock	5,458,330(3)	20(4)	D(1)

1. Name and Address of Reporting Person^*

Wood River Capital, LLC

(Last) (First) (Middle)

4111 E. 37TH STREET NORTH

(Street)

WICHITA KS 67220

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KOCH INDUSTRIES INC

(Last) (First) (Middle)

4111 E. 37TH STREET NORTH

(Street)

WICHITA KS 67220

(City) (State) (Zip)

Explanation of Responses:

1. Wood River Capital, LLC ("Wood River") is beneficially owned by SCC Holdings, LLC ("SCC"), SCC is beneficially owned by KIM, LLC ("KIM"), KIM is beneficially owned by Koch Investments Group, LLC ("KIG"), KIG is beneficially owned by Koch Investments Group Holdings, LLC ("KIGH"), and KIGH is beneficially owned by Koch Industries, Inc. ("Koch Industries"), in each case by means of ownership of all voting equity instruments. Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the shares of common stock of Eos Energy Enterprises, Inc. (the "Issuer") held by Wood River by virtue of (i) Koch Industries' beneficial ownership of KIGH, (ii) KIGH's beneficial ownership of KIG, (iii) KIG's beneficial ownership of KIM, (iv) KIM's beneficial ownership of SCC and (v) SCC's beneficial ownership of Wood River.

2. On July 6, 2021, Spring Creek Capital, LLC (the "Company") entered into an investment agreement (the "Investment Agreement") with the Issuer relating to the issuance and sale of $100,000,000 in aggregate principal amount of the Issuer's 5%/6% Convertible Senior PIK Toggle Notes due 2026 (the "Notes"). The Notes were issued to Spring Creek on July 7, 2021. As permitted by the Investment Agreement, the Company reissued the Notes pursuant to an indenture with Wilmington Trust, National Association, as trustee, dated as of April 7, 2022, in an aggregate principal amount of $102,900,000, including $2,900,000 principal amount of the Notes representing interest previously paid in kind. On May 2, 2022, Spring Creek transferred the Notes to Wood River. No consideration was paid by Wood River to Spring Creek in connection with this transfer. The Notes are convertible into shares of the Issuer's common stock at the holder's option at any time until the business day prior to the maturity date.

3. Represents 5,458,330 shares of the Issuer's common stock issuable to Wood River upon conversion of the $109,166,610 outstanding aggregate principal amount of the Notes held by Wood River, which amount includes $3,179,610 aggregate principal amount of the Notes acquired by Wood River as a result of the Issuer's notification that, in connection with the December 30, 2022 interest payment on the Notes, the Issuer had elected to have all accrued and unpaid interest on the Notes to, but not including, the interest payment date of December 30, 2022 paid-in-kind as an increase to the aggregate principal amount of the Notes.

4. Represents the effective conversion price per share of the Issuer's common stock based on the initial conversion rate of 49.9910 shares per $1,000 principal amount of the Notes. The conversion price is subject to adjustment upon the occurrence of certain dilutive events such as stock splits and combinations, stock dividends, mergers and spin-offs.

Remarks:

	Wood River Capital, LLC /s/ Raffaele G. Fazio, Vice President and Secretary	01/04/2023
	Koch Industries, Inc. /s/ Raffaele G. Fazio, Assistant Secretary	01/04/2023
	** Signature of Reporting Person	Date
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