SEC Form 5
FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
|
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
NUSCALE POWER Corp [ SMR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Class A Common Stock | 07/20/2022 | S4 | 83,860 | D | $11.299 | 200,000 | D(1)(12) | ||||||||
Class A Common Stock | 08/08/2022 | S4 | 7,000 | D | $15.1193 | 193,000 | D(1)(12) | ||||||||
Class A Common Stock | 08/09/2022 | S4 | 28,000 | D | $14.9677 | 165,000 | D(1)(12) | ||||||||
Class A Common Stock | 08/24/2022 | S4 | 15,000 | D | $15.3827 | 150,000 | D(1)(12) | ||||||||
Class A Common Stock | 08/25/2022 | S4 | 10,000 | D | $15.2736 | 140,000 | D(1)(12) | ||||||||
Class A Common Stock | 08/26/2022 | S4 | 2,411 | D | $14.8892 | 137,589 | D(1)(12) | ||||||||
Class A Common Stock | 09/06/2022 | S4 | 37,589 | D | $14.4281 | 100,000 | D(1)(12) | ||||||||
Class A Common Stock | 09/26/2022 | S4 | 13,824 | D | $12.3823 | 86,176 | D(1)(12) | ||||||||
Class A Common Stock | 10/05/2022 | S4 | 43,000 | D | $11.6637 | 43,176 | D(1)(12) | ||||||||
Class A Common Stock | 10/06/2022 | S4 | 43,176 | D | $11.5271 | 0 | D(1)(12) | ||||||||
Class A Common Stock | 08/26/2022 | C4 | 372,420 | A | (2) | 372,420 | I(3) | Next Tech 2 New Technology Investment Fund. See Footnote(3)(12) | |||||||
Class A Common Stock | 12/07/2022 | S4 | 35,000 | D | $10.8764 | 337,420 | I(3) | Next Tech 2 New Technology Investment Fund. See Footnote(3)(12) | |||||||
Class A Common Stock | 12/08/2022 | S4 | 35,000 | D | $10.9717 | 302,420 | I(3) | Next Tech 2 New Technology Investment Fund. See Footnote(3)(12) | |||||||
Class A Common Stock | 11/16/2022 | C4 | 4,241,765 | A | (4) | 4,241,765 | I(5) | Next Tech 1 New Technology Investment Fund. See Footnote(5)(12) | |||||||
Class A Common Stock | 11/28/2022 | S4 | 52,489 | D | $11.0192(6) | 4,189,276 | I(5) | Next Tech 1 New Technology Investment Fund. See Footnote(5)(12) | |||||||
Class A Common Stock | 11/29/2022 | S4 | 50,000 | D | $10.7702 | 4,139,276 | I(5) | Next Tech 1 New Technology Investment Fund. See Footnote(5)(12) | |||||||
Class A Common Stock | 11/30/2022 | S4 | 53,376 | D | $10.8402(7) | 4,085,900 | I(5) | Next Tech 1 New Technology Investment Fund. See Footnote(5)(12) | |||||||
Class A Common Stock | 12/01/2022 | S4 | 50,000 | D | $10.9201 | 4,035,900 | I(5) | Next Tech 1 New Technology Investment Fund. See Footnote(5)(12) | |||||||
Class A Common Stock | 12/02/2022 | S4 | 71,927 | D | $10.9719(8) | 3,963,973 | I(5) | Next Tech 1 New Technology Investment Fund. See Footnote(5)(12) | |||||||
Class A Common Stock | 12/05/2022 | S4 | 50,000 | D | $10.9435 | 3,913,973 | I(5) | Next Tech 1 New Technology Investment Fund. See Footnote(5)(12) | |||||||
Class A Common Stock | 12/06/2022 | S4 | 51,329 | D | $10.881(9) | 3,862,644 | I(5) | Next Tech 1 New Technology Investment Fund. See Footnote(5)(12) | |||||||
Class A Common Stock | 12/07/2022 | S4 | 96,659 | D | $10.8931(10) | 3,765,985 | I(5) | Next Tech 1 New Technology Investment Fund. See Footnote(5)(12) | |||||||
Class A Common Stock | 12/08/2022 | S4 | 88,198 | D | $10.9752(11) | 3,677,787 | I(5) | Next Tech 1 New Technology Investment Fund. See Footnote(5)(12) |
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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Class B Common Stock | (2) | 08/26/2022 | 4C | 372,420 | (2) | (2) | Class A Common Stock | 372,420 | (2) | 0 | I(3) | See Footnote(3)(12) | ||
Class B Common Stock | (4) | 11/16/2022 | 4C | 4,241,765 | (4) | (4) | Class A Common Stock | 4,241,765 | (4) | 0 | I(5) | See Footnote(5)(12) |
Explanation of Responses: |
1. The reported securities of the Issuer were directly held by IBK Securities Co., Ltd. ("IBKS"). |
2. Reflects the exchange of 372,420 shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of the Issuer, each paired with one Class B Unit of NuScale Power, LLC, for 372,420 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer. |
3. The reported securities were directly held by Next Tech 2 New Technology Investment Fund ("Next Tech 2"). IBKS is, together with BH Investment and Liberty Ltd. ("BHI"), a co-general partner of Next Tech 2. IBKS disclaims any beneficial ownership of the securities held by NextTech 2, other than to the extent of any pecuniary interest it may have therein, directly or indirectly. |
4. Reflects the exchange of 4,241,765 shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of the Issuer, each paired with one Class B Unit of NuScale Power, LLC, for 4,241,765 shares of Class A Common Stock. |
5. The reported securities were, or are, directly held by Next Tech 1 New Technology Investment Fund ("Next Tech 1"). IBKS is, together with BH Investment and Liberty Ltd. ("BHI"), a co-general partner of Next Tech 1. IBKS disclaims any beneficial ownership of the securities held by NextTech 1, other than to the extent of any pecuniary interest it may have therein, directly or indirectly. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.0069 to $11.2400, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.8380 to $10.9100, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.8200 to $11.1200, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.8789 to $11.0000, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.8400 to $11.0400, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.9200 to $11.0700, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
12. Industrial Bank of Korea ("IBK"), as the controlling person of IBKS, and the Republic of Korea Ministry of Economy and Finance ("MOEF"), as the controlling person of IBK, are deemed to be indirect beneficial owners of the shares of Class A Common Stock owned by IBKS, Next Tech 1 and Next Tech 2 and the shares of Class B Common Stock owned by NuScale Korea. IBK and MOEF disclaim any beneficial ownership of the securities held by IBKS, Next Tech 1, Next Tech 2, and NuScale Korea, other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
/s/ Chan Geol Moon | 02/13/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |