Venture Global Partners II Form 4 Venture Global / Michael Sabel 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^*

Venture Global Partners II, LLC

(Last) (First) (Middle)

C/O VENTURE GLOBAL, INC.

1001 19TH STREET NORTH, SUITE 1500

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Venture Global, Inc. [ VG ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2025

4. 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 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	01/27/2025		D(1)		1,968,604,458(1)	D	(1)(2)	0	D(3)

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
Class B common stock	(1)(2)	01/27/2025		A(1)		1,968,604,458(1)		(2)	(2)	Class A common stock	1,968,604,458	(1)(2)	1,968,604,458	D(3)

1. Name and Address of Reporting Person^*

Venture Global Partners II, LLC

(Last) (First) (Middle)

C/O VENTURE GLOBAL, INC.

1001 19TH STREET NORTH, SUITE 1500

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sabel Michael

(Last) (First) (Middle)

C/O VENTURE GLOBAL, INC.

1001 19TH STREET NORTH, SUITE 1500

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pender Robert B

(Last) (First) (Middle)

C/O VENTURE GLOBAL, INC.

1001 19TH STREET NORTH, SUITE 1500

(Street)

ARLINGTON VA 22209

(City) (State) (Zip)

Explanation of Responses:

1. As described in the Issuer's Registration Statement on Form S-1/A (File No. 333-283964), immediately prior to the consummation of the Issuer's initial public offering of its Class A Common Stock, each share of Class A Common Stock was (i) converted into approximately 4,520.3317 shares of Class A Common Stock pursuant to a stock split and (ii) immediately after the stock split, such shares of Class A Common Stock held by the Reporting Persons were converted into an equal number of shares of Class B Common Stock of the Issuer.

2. Each share of Class B Common Stock is convertible into shares of Class A Common Stock on a one-for-one basis at the option of the Reporting Persons. In addition, each share of Class B Common Stock will convert automatically into one fully paid and nonassessable share of Class A Common Stock upon any transfer of such share, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation. Shares of Class B Common Stock do not expire.

3. These shares are held directly by Venture Global Partners II, LLC ("VGP II"), and indirectly by Michael Sabel and Robert Pender, who are managing partners of VGP II and share voting and dispositive power over the shares held by VGP II.

Remarks:

Mr. Michael Sabel's title is Chief Executive Officer, Founder, and Executive Co-Chairman of the Board of Directors of the Issuer. Mr. Robert Pender's title is Executive Co-Chairman, Founder, and Executive Co-Chairman of the Board of Directors of the Issuer.

	/s/ Keith Larson, as Attorney-in-Fact for Venture Global Partners II, LLC	01/27/2025
	/s/ Keith Larson, as Attorney-in-Fact for Michael Sabel	01/27/2025
	/s/ Keith Larson, as Attorney-in-Fact for Robert B. Pender	01/27/2025
	** Signature of Reporting Person	Date
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