Michael William Cunningham Form 3 Greenbacker Renewable Energy / Michael William Cunningham 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^*

Cunningham Michael William

(Last) (First) (Middle)

C/O GREENBACKER RENEWABLEENERGY CO LLC

230 PARK AVENUE, SUITE 1560

(Street)

NEW YORK NY 10169

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2024

3. Issuer Name and Ticker or Trading Symbol
Greenbacker Renewable Energy Co LLC [ N/A ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
(title in remarks below)

5. 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 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)
Class P-I Common Shares	32,405.19	D
Class EO Common Shares(1)(2)	43,175.962	D

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
Restricted Share Units (Time)(3)	(4)	(4)	Class P-I Common Shares	21,130.48	(5)	D
Restricted Share Units (Performance)(3)	(6)	(6)	Class P-I Common Shares	9,508.72	(5)	D
Restricted Share Units (Time)(3)	(7)	(7)	Class P-I Common Shares	19,343.24	(5)	D
Restricted Share Units (Performance)(3)	(8)	(8)	Class P-I Common Shares	9,671.62	(5)	D

Explanation of Responses:

1. Reflects shares of Class EO Common Shares ("Earnout Shares") issued to the Reporting Person on May 19, 2022 in his capacity as a member of Greenbacker Group LLC and July 8, 2022 in his capacity as a member of GB EO Holder LLC, in connection with the Acquisition. The Earnout Shares initially do not have the right to participate in any distributions payable by Greenbacker Renewable Energy Company LLC (the "Company"). Upon the achievement of separate bench-mark quarter-end-run-rate revenue targets, or upon the occurrence of certain liquidity events, however, these Earnout Shares can become "Participating Earnout Shares" and become entitled to priority allocation of profits and increases in value from the Company and will have equivalent economic and voting rights as Class P-I Common Shares, as further described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2022.

2. Reflects 4,423.582 Earnout Shares that have become "Participating Earnout Shares."

3. The Company granted these restricted share units to the Reporting Person pursuant to the Company's 2023 Equity Incentive Plan.

4. The restricted share units vest in two equal annual installments on each anniversary of May 23, 2024. Vested restricted share units will be settled as soon as reasonably practicable following such vesting.

5. Each restricted share unit represents a contingent right to receive an amount equal to one Class P-I Common Share in (w) cash, (x) common shares (y) other securities or other property, as applicable, or (z) any combination thereof, as determined by the Company.

6. The restricted share units vest on the satisfaction of certain performance criteria during the performance period beginning on May 23, 2023, and ending on May 23, 2026, with a vesting date of August 9, 2027. Vested restricted share units will be settled as soon as reasonably practicable following such vesting.

7. The restricted share units vest in three equal annual installments on each anniversary of July 1, 2024. Vested restricted share units will be settled as soon as reasonably practicable following such vesting

8. The restricted share units vest on the satisfaction of certain performance criteria during the performance period beginning on July 1, 2024, and ending on July 1, 2027, with a vesting date of July 1, 2028. Vested restricted share units will be settled as soon as reasonably practicable following such vesting.

Remarks:

Vice President - Controller (Principal Accounting Officer).

	/s/ Michael Cunningham	08/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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