Jose N Reyes Jr Form 4 NUSCALE POWER / Jose N Reyes Jr 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^*

Reyes Jose N Jr

(Last) (First) (Middle)

6650 SW REDWOOD LANE, SUITE 210

(Street)

PORTLAND OR 97224

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2022

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 A Common Stock	11/22/2022		C		151,203	A	$10.92	151,203	I	By Donna Jean Reyes Trust, dated August 2, 2011
Class A Common Stock	05/02/2023		M		242,480	A	$3.24	433,930	I	By Jose N. Reyes, Jr. Trust, dated August 2, 2021
Class A Common Stock	05/02/2023		S		100,000(1)	D	$8.0726(2)	333,930	I	By Jose N. Reyes, Jr. Trust, dated August 2, 2021
Class A Common Stock	05/02/2023		M		32,679	A	$8.54	366,609	I	By Jose N. Reyes, Jr. Trust, dated August 2, 2021
Class A Common Stock	05/03/2023		S		72,724(3)	D	$7.9017(4)	293,885	I	By Jose N. Reyes, Jr. Trust, dated August 2, 2021

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
Paired Interests	(5)	11/22/2022		C		151,203		(6)	(6)	Class B Common Stock	151,203	$0	151,203	I	By Donna Jean Reyes Trust, dated August 2, 2021
Employee Stock Option (right to buy)	$3.24	05/02/2023		M			242,480	08/01/2019	02/19/2026	Class A Common Stock	242,480	$0	0	I	By Jose N. Reyes, Jr. Trust, dated August 2, 2021
Restricted Stock Unit	(7)	05/02/2023		M			32,679	(8)	(8)	Class A Common Stock	32,679	$0	146,788	D

Explanation of Responses:

1. The shares sold are to cover the stock option exercise costs and tax withholdings in conjunction with the exercise of 242,480 options granted on 2/19/2016. The balance of unsold share are held as Class A. Shares.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.91 to $8.34, inclusive. The reporting person undertakes to provide to NuScale Power Corporation, any security holder of NuScale Power Corporation, 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 ranges set forth in this footnote.

3. The shares sold are to cover the stock option exercise costs and tax withholdings in conjunction with the exercise of 242,480 options granted on 2/19/2016 and the Restricted Stock Units that vested on 5/2/2023. The balance of unsold share are held as Class A. Shares.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.75 to $8.22, inclusive. The reporting person undertakes to provide to NuScale Power Corporation, any security holder of NuScale Power Corporation, 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 ranges set forth in this footnote.

5. The conversion price of $10.92 is determined on the date of transaction, November 22, 2022.

6. Continental Stock Transfer and Trust Company was notified November 15, 2022, to issue shares of Class A Common Stock for each share of Class B Common Stock, the shares consitute free trade shares.

7. Restricted stock units convert into common stock on a one for one basis.

8. On July 8, 2022, the reporting person was granted 98,039 restricted stock units, vesting in three equal installments beginning on the first anniversary of the merger on May 2, 2023.

Remarks:

	Patrick C. Cannon, attorney-in-fact for Jose N. Reyes, Jr.	05/03/2023
	** Signature of Reporting Person	Date
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