NuScale Power (SMR) Form 3 NUSCALE POWER / Bank for International Cooperation Japan 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^*

Japan NuScale Innovation, LLC

(Last) (First) (Middle)

3151 BRIARPARK DRIVE, SUITE 400

(Street)

HOUSTON, TX 77042

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2022

3. Issuer Name and Ticker or Trading Symbol
NUSCALE POWER Corp [ SMR ]

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)

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
Paired Interests(2)	(2)	(2)	Class A Common Stock	19,285,070	(2)	D(1)(3)

1. Name and Address of Reporting Person^*

Japan NuScale Innovation, LLC

(Last) (First) (Middle)

3151 BRIARPARK DRIVE, SUITE 400

(Street)

HOUSTON, TX 77042

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Japan Bank for International Cooperation

(Last) (First) (Middle)

4-1, OHTEMACHI 1-CHOME, CHIYODA-KU

(Street)

TOKYO M0 100-8144

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JGC Holdings Corp

(Last) (First) (Middle)

2 CHOME-3-1 MINATOMIRAI, NISHI WARD

(Street)

YOKOHAMA, KANAGAWA M0 220-6001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JGC America, Inc.

(Last) (First) (Middle)

3151 BRIARPARK DRIVE, SUITE 400

(Street)

HOUSTON, TX 77042

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

IHI Corp

(Last) (First) (Middle)

TOYOSU IHIBLDG1-1 TOYOSU 3-CHOME KOTO-KU

(Street)

TOKYO M0 135-8710

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

IHI Americas Inc.

(Last) (First) (Middle)

1251 AVENUE OF THE AMERICAS, SUITE 750

(Street)

NEW YORK, NY 10020

(City) (State) (Zip)

Explanation of Responses:

1. This statement is being filed jointly by Japan NuScale Innovation, LLC ("JNI"), Japan Bank for International Cooperation ("JBIC"), JGC Holdings Corporation ("JGC"), JGC America, Inc. ("JGC America"), a wholly owned subsidiary of JGC, IHI Corporation ("IHI"), and IHI Americas Inc. ("IHI America"), a wholly owned subsidiary of IHI, as a group beneficially owning more than 10% of Class A Common Stock, by virtue of certain voting arrangements with Fluor Enterprises, Inc. ("Fluor").

2. The term "Paired Interests" is used herein to refer to the economic, non-voting Class B Units of NuScale Power, LLC ("Class B Units") and an equal number of paired shares of non-economic, voting Class B Common Stock of the Issuer ("Class B Common Stock"). Pursuant to and subject to the applicable terms and conditions of the limited liability company agreement of NuScale Power, LLC and the certificate of incorporation of the Issuer (each as amended from time to time): (a) the holder of Class B Units has the right, and in certain circumstances the obligation, to exchange a Class B Unit on a one-for-one basis (subject to adjustment from time to time) for, at the option of the Issuer, (i) a share of Class A Common Stock of the Issuer or (ii) an equivalent value of cash in limited circumstances; and (b) upon such an exchange, the Issuer will cancel and retire, for no consideration, the paired share of Class B Common Stock.

3. The securities are held of record by JNI. JBIC, JGC America, and IHI America are members of JNI. JBIC, JGC (through JGC America), JGC America, IHI (through IHI America), and IHI America may be deemed to have shared voting and investment power with respect to the shares held by JNI. Each of these reporting persons other than JNI disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

This Form 3 is being filed due to JNI and JBIC being deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with Fluor by virtue of that certain letter agreement regarding Board and Management Rights, dated April 4, 2022 (the "Voting Agreement"), which such "group" beneficially owns Paired Interests that can be exchanged, in the aggregate, for more than 10% of the outstanding shares of Class A Common Stock. For purposes of Section 16 of the Securities Exchange Act of 1934, the Voting Agreement does not confer any pecuniary interest in the Paired Interests of Fluor to JNI or JBIC, and therefore this Form 3 does not report such Paired Interests of Fluor.

	JAPAN NUSCALE INNOVATION, LLC /s/ Yasuharu Kimura Name: Yasuharu Kimura Title: Chairperson of the Board	11/10/2022
	JAPAN BANK FOR INTERNATIONAL COOPERATION /s/ Kentaro Morita Name: Kentaro Morita Title: Managing Executive Officer, Global Head of Equity Finance Group	11/10/2022
	JGC HOLDINGS CORPORATION /s/ Tadashi Ishizuka Name: Tadashi Ishizuka Title: Representative Director, President and Chief Operating Officer	11/10/2022
	JGC AMERICA, INC. /s/ Christopher Kentaro Jones Name: Christopher Kentaro Jones Title: President, Director	11/10/2022
	IHI CORPORATION /s/ Hiroyuki Ogata Name: Hiroyuki Ogata Title: General Manager of Nuclear Energy Business Unit	11/10/2022
	IHI AMERICAS INC. /s/ Toshimichi Anzai Name: Toshimichi Anzai Title: President and Chief Executive Officer	11/10/2022
	** Signature of Reporting Person	Date
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