Last 12 months
Inside the activity.
6 purchase rows · 23 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 0 | 0 |
| Dec 2025 | 0 | 7 |
| Jan 2026 | 0 | 2 |
| Feb 2026 | 0 | 0 |
| Mar 2026 | 4 | 0 |
| Apr 2026 | 0 | 0 |
| May 2026 | 0 | 3 |
| Jun 2026 | 0 | 4 |
| Jul 2026 | 0 | 4 |
| Aug 2026 | 0 | 0 |
| Sep 2026 | 2 | 3 |
| Oct 2026 | 0 | 0 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| January 22, 2025 Filed Jan 24, 2025 01:19 UTC |
Silberman Michael WGeneral Counsel
|
Exercise / conversionCommon Stock | 83,333 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-25-000007 · wk-form4_1737681583.xml · nonDerivative · entry 1 Silberman Michael W · CIK 0001813990 · General Counsel 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 83,333 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| December 16, 2024 Filed Dec 18, 2024 21:41 UTC |
Urban DavidDirector
|
GrantRestricted Stock Units · Derivative | 46,221 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000114 · wk-form4_1734558095.xml · derivative · entry 1 Urban David · CIK 0001762220 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 46,221 Underlying: Common Stock · 46,221 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. F2 · derivative.exercise_date: The reporting person was granted RSUs that settle in common stock, which will vest on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the date of the next annual shareholders meeting of the Company following the grant date. F3 · derivative.expiration_date: Not applicable. Read SEC document |
| October 31, 2024 Filed Nov 4, 2024 17:10 UTC |
Cerberus Capital Management II, L.P.Director · 10% owner
CCM Denali Equity Holdings, LPDirector · 10% owner
CCM Denali Equity Holdings GP, LLCDirector · 10% owner
|
GrantSeries B-3 Non-Voting Convertible Preferred Stock · Derivative | 38.2599 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-24-120903 · ownership.xml · derivative · entry 1 Cerberus Capital Management II, L.P. · CIK 0002027951 · Director · 10% owner CCM Denali Equity Holdings, LP · CIK 0002027945 · Director · 10% owner CCM Denali Equity Holdings GP, LLC · CIK 0002027946 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 38.2599 Underlying: Common Stock · 38,259,864 shares Expires not disclosed F1 · derivative.exercise_price: Pursuant to the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto (the "Lenders"), and CCM Denali Debt Holdings, LP, as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), on October 31, 2024, the Issuer submitted a borrowing request under the Credit Agreement, and on November 1, 2024, the Lenders funded the full amount of the scheduled $65 million delayed draw term loan under the Credit Agreement, and in connection with such draw and pursuant to the terms and conditions of the Credit Agreement and Securities Purchase Agreement, F2 · derivative.exercise_price: (Continued from footnote 1) the Issuer issued 38.259864 shares of a newly designated Series B-3 Non-Voting Convertible Preferred Stock (the "Series B-3 Preferred Stock") to Cerberus Denali Equity. Each full share of Series B-3 Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). Convertibility of the shares of Series B-3 Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B-3 Preferred Stock as further described in the Certificate of Designation for the Series B-3 Non-Voting Convertible Preferred Stock. F1 · price: Pursuant to the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto (the "Lenders"), and CCM Denali Debt Holdings, LP, as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), on October 31, 2024, the Issuer submitted a borrowing request under the Credit Agreement, and on November 1, 2024, the Lenders funded the full amount of the scheduled $65 million delayed draw term loan under the Credit Agreement, and in connection with such draw and pursuant to the terms and conditions of the Credit Agreement and Securities Purchase Agreement, F2 · price: (Continued from footnote 1) the Issuer issued 38.259864 shares of a newly designated Series B-3 Non-Voting Convertible Preferred Stock (the "Series B-3 Preferred Stock") to Cerberus Denali Equity. Each full share of Series B-3 Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). Convertibility of the shares of Series B-3 Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B-3 Preferred Stock as further described in the Certificate of Designation for the Series B-3 Non-Voting Convertible Preferred Stock. F2 · derivative.exercise_date: (Continued from footnote 1) the Issuer issued 38.259864 shares of a newly designated Series B-3 Non-Voting Convertible Preferred Stock (the "Series B-3 Preferred Stock") to Cerberus Denali Equity. Each full share of Series B-3 Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). Convertibility of the shares of Series B-3 Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B-3 Preferred Stock as further described in the Certificate of Designation for the Series B-3 Non-Voting Convertible Preferred Stock. F2 · derivative.expiration_date: (Continued from footnote 1) the Issuer issued 38.259864 shares of a newly designated Series B-3 Non-Voting Convertible Preferred Stock (the "Series B-3 Preferred Stock") to Cerberus Denali Equity. Each full share of Series B-3 Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). Convertibility of the shares of Series B-3 Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B-3 Preferred Stock as further described in the Certificate of Designation for the Series B-3 Non-Voting Convertible Preferred Stock. F3 · ownership.nature: The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity. F4 · ownership.nature: Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Read SEC document |
| September 12, 2024 Filed Sep 12, 2024 17:38 UTC |
Cerberus Capital Management II, L.P.Director · 10% owner
CCM Denali Equity Holdings, LPDirector · 10% owner
CCM Denali Equity Holdings GP, LLCDirector · 10% owner
|
Exercise / conversionSeries B-2 Non-Voting Convertible Preferred Stock · Derivative | 28.8065 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-24-106014 · ownership.xml · derivative · entry 8 Cerberus Capital Management II, L.P. · CIK 0002027951 · Director · 10% owner CCM Denali Equity Holdings, LP · CIK 0002027945 · Director · 10% owner CCM Denali Equity Holdings GP, LLC · CIK 0002027946 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 28.8065 Underlying: Common Stock · 28,806,463 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.exercise_price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · derivative.exercise_price: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.exercise_price: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.exercise_price: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F1 · price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · price: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · price: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · price: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F3 · derivative.exercise_date: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.exercise_date: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.exercise_date: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F3 · derivative.expiration_date: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.expiration_date: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.expiration_date: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F6 · ownership.nature: The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity. F7 · ownership.nature: Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Read SEC document |
| September 12, 2024 Filed Sep 12, 2024 17:38 UTC |
Cerberus Capital Management II, L.P.Director · 10% owner
CCM Denali Equity Holdings, LPDirector · 10% owner
CCM Denali Equity Holdings GP, LLCDirector · 10% owner
|
Exercise / conversionSeries B-1 Non-Voting Convertible Preferred Stock · Derivative | 31.9401 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-24-106014 · ownership.xml · derivative · entry 7 Cerberus Capital Management II, L.P. · CIK 0002027951 · Director · 10% owner CCM Denali Equity Holdings, LP · CIK 0002027945 · Director · 10% owner CCM Denali Equity Holdings GP, LLC · CIK 0002027946 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 31.9401 Underlying: Common Stock · 31,940,063 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.exercise_price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · derivative.exercise_price: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.exercise_price: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.exercise_price: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F1 · price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · price: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · price: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · price: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F3 · derivative.exercise_date: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.exercise_date: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.exercise_date: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F3 · derivative.expiration_date: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.expiration_date: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.expiration_date: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F6 · ownership.nature: The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity. F7 · ownership.nature: Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Read SEC document |
| September 12, 2024 Filed Sep 12, 2024 17:38 UTC |
Cerberus Capital Management II, L.P.Director · 10% owner
CCM Denali Equity Holdings, LPDirector · 10% owner
CCM Denali Equity Holdings GP, LLCDirector · 10% owner
|
Exercise / conversionSeries A-2 Non-Voting Non-Convertible Preferred Stock · Derivative | 7 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-24-106014 · ownership.xml · derivative · entry 6 Cerberus Capital Management II, L.P. · CIK 0002027951 · Director · 10% owner CCM Denali Equity Holdings, LP · CIK 0002027945 · Director · 10% owner CCM Denali Equity Holdings GP, LLC · CIK 0002027946 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 0 Underlying: Series B-2 Non-Voting Convertible Preferred Stock · 28.8065 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.exercise_price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · derivative.exercise_price: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.exercise_price: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.exercise_price: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F1 · price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · price: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · price: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · price: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F1 · derivative.exercise_date: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.exercise_date: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · derivative.exercise_date: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.exercise_date: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.exercise_date: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F1 · derivative.expiration_date: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.expiration_date: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · derivative.expiration_date: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.expiration_date: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.expiration_date: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F6 · ownership.nature: The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity. F7 · ownership.nature: Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Read SEC document |
| September 12, 2024 Filed Sep 12, 2024 17:38 UTC |
Cerberus Capital Management II, L.P.Director · 10% owner
CCM Denali Equity Holdings, LPDirector · 10% owner
CCM Denali Equity Holdings GP, LLCDirector · 10% owner
|
Exercise / conversionSeries A-1 Non-Voting Non-Convertible Preferred Stock · Derivative | 59 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-24-106014 · ownership.xml · derivative · entry 5 Cerberus Capital Management II, L.P. · CIK 0002027951 · Director · 10% owner CCM Denali Equity Holdings, LP · CIK 0002027945 · Director · 10% owner CCM Denali Equity Holdings GP, LLC · CIK 0002027946 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 0 Underlying: Series B-1 Non-Voting Convertible Preferred Stock · 31.9401 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.exercise_price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · derivative.exercise_price: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.exercise_price: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.exercise_price: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F1 · price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · price: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · price: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · price: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F1 · derivative.exercise_date: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.exercise_date: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · derivative.exercise_date: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.exercise_date: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.exercise_date: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F1 · derivative.expiration_date: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.expiration_date: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · derivative.expiration_date: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.expiration_date: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.expiration_date: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F6 · ownership.nature: The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity. F7 · ownership.nature: Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Read SEC document |
| September 12, 2024 Filed Sep 16, 2024 23:09 UTC |
Bornstein Jeffrey SDirector
|
SaleCommon Stock | 30,000 | $2.62 | $78,600.00 |
DisclosureSEC source: 0001805077-24-000104 · wk-form4_1726528156.xml · nonDerivative · entry 2 Bornstein Jeffrey S · CIK 0001579989 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 84,929 Read SEC document |
| September 12, 2024 Filed Sep 16, 2024 23:09 UTC |
Bornstein Jeffrey SDirector
|
SaleCommon Stock | 132,720 | $2.63 | $349,053.60 |
DisclosureSEC source: 0001805077-24-000104 · wk-form4_1726528156.xml · nonDerivative · entry 1 Bornstein Jeffrey S · CIK 0001579989 · Director 10b5-1 filing: No plan indicated Ownership: Indirect · By Whipstick Ventures LLC Disclosed balance after: 7,999 Read SEC document |
| September 10, 2024 Filed Sep 12, 2024 17:38 UTC |
Cerberus Capital Management II, L.P.Director · 10% owner
CCM Denali Equity Holdings, LPDirector · 10% owner
CCM Denali Equity Holdings GP, LLCDirector · 10% owner
|
GrantSeries A-2 Non-Voting Non-Convertible Preferred Stock · Derivative | 7 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-24-106014 · ownership.xml · derivative · entry 4 Cerberus Capital Management II, L.P. · CIK 0002027951 · Director · 10% owner CCM Denali Equity Holdings, LP · CIK 0002027945 · Director · 10% owner CCM Denali Equity Holdings GP, LLC · CIK 0002027946 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 7 Underlying: Series B-2 Non-Voting Convertible Preferred Stock · 28.8065 shares Expires not disclosed F1 · derivative.exercise_price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.exercise_price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F1 · price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F1 · derivative.exercise_date: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.exercise_date: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · derivative.exercise_date: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.exercise_date: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.exercise_date: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F1 · derivative.expiration_date: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.expiration_date: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · derivative.expiration_date: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.expiration_date: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.expiration_date: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F6 · ownership.nature: The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity. F7 · ownership.nature: Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Read SEC document |
| September 10, 2024 Filed Sep 12, 2024 17:38 UTC |
Cerberus Capital Management II, L.P.Director · 10% owner
CCM Denali Equity Holdings, LPDirector · 10% owner
CCM Denali Equity Holdings GP, LLCDirector · 10% owner
|
GrantSeries A-1 Non-Voting Non-Convertible Preferred Stock · Derivative | 59 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-24-106014 · ownership.xml · derivative · entry 3 Cerberus Capital Management II, L.P. · CIK 0002027951 · Director · 10% owner CCM Denali Equity Holdings, LP · CIK 0002027945 · Director · 10% owner CCM Denali Equity Holdings GP, LLC · CIK 0002027946 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 59 Underlying: Series B-1 Non-Voting Convertible Preferred Stock · 31.9401 shares Expires not disclosed F1 · derivative.exercise_price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.exercise_price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F1 · price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F1 · derivative.exercise_date: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.exercise_date: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · derivative.exercise_date: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.exercise_date: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.exercise_date: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F1 · derivative.expiration_date: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · derivative.expiration_date: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F3 · derivative.expiration_date: On September 12, 2024, (i) the 59 shares of Series A-1 Preferred Stock held by CCM Denali Equity converted into 31.940063 shares of Series B-1 Preferred Stock, which shares of Series B-1 Preferred Stock were convertible into an aggregate of 31,940,063 shares of Common Stock, and (ii) the 7 shares of Series A-2 Preferred Stock held by CCM Denali Equity converted into 28.806463 shares of Series B-2 Preferred Stock, which shares of Series B-2 Preferred Stock were convertible into an aggregate of 28,806,463 shares of Common Stock. The Series B-1 Preferred Stock has an original issue price of $841,999.99 (the "B-1 Original Issue Price") and the Series B-2 Preferred Stock has an original issue price of $2,322,000 (the "B-2 Original Issue Price"). Each full share of Series B Preferred Stock is initially convertible into 1.0 million shares of Common Stock and will be convertible at the option of the holder at any time through the Maturity Date (as defined in the Credit Agreement). F4 · derivative.expiration_date: (Continued from footnote 3) Convertibility of the shares of Series B Preferred Stock is subject to a beneficial ownership limitation of 49.9% of the number of shares of Common Stock that would be outstanding immediately after giving effect to any conversion of the shares of Series B Preferred Stock as further described in the Certificates of Designation for the Series B-1 Preferred Stock and Series B-2 Preferred Stock. At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, or August 29, 2029, in the case of the Series B-2 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price or B-2 Original Issue Price, as applicable, plus all accrued and unpaid dividends thereon, F5 · derivative.expiration_date: (Continued from footnote 4) up to and including the date of redemption and (ii) the number of shares of Common Stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the Common Stock for the five business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption. Subject to certain excluded issuances, the Series B Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock issuable upon conversion. F6 · ownership.nature: The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity. F7 · ownership.nature: Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Read SEC document |
| September 10, 2024 Filed Sep 12, 2024 17:38 UTC |
Cerberus Capital Management II, L.P.Director · 10% owner
CCM Denali Equity Holdings, LPDirector · 10% owner
CCM Denali Equity Holdings GP, LLCDirector · 10% owner
|
Disposition to issuerSeries A-2 Non-Voting Non-Convertible Preferred Stock | 7 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-24-106014 · ownership.xml · nonDerivative · entry 2 Cerberus Capital Management II, L.P. · CIK 0002027951 · Director · 10% owner CCM Denali Equity Holdings, LP · CIK 0002027945 · Director · 10% owner CCM Denali Equity Holdings GP, LLC · CIK 0002027946 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 0 F1 · price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F6 · ownership.nature: The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity. F7 · ownership.nature: Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Read SEC document |
| September 10, 2024 Filed Sep 12, 2024 17:38 UTC |
Cerberus Capital Management II, L.P.Director · 10% owner
CCM Denali Equity Holdings, LPDirector · 10% owner
CCM Denali Equity Holdings GP, LLCDirector · 10% owner
|
Disposition to issuerSeries A-1 Non-Voting Non-Convertible Preferred Stock | 59 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-24-106014 · ownership.xml · nonDerivative · entry 1 Cerberus Capital Management II, L.P. · CIK 0002027951 · Director · 10% owner CCM Denali Equity Holdings, LP · CIK 0002027945 · Director · 10% owner CCM Denali Equity Holdings GP, LLC · CIK 0002027946 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 0 F1 · price: As previously disclosed, pursuant to the terms of the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto, and CCM Denali Debt Holdings, LP., as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), the Issuer issued (i) 59 shares of Series A-1 Non-Voting Non-Convertible Preferred Stock (the "Series A-1 Preferred Stock") and (ii) 7 shares of Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024 ("Stockholder Approval") were obtained, F2 · price: (Continued from footnote 1) the shares of Series A-1 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-1 Non-Voting Convertible Preferred Stock ("Series B-1 Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-1 Preferred Stock and the shares of Series A-2 Preferred Stock issued prior to Stockholder Approval would become convertible into a number of shares of Series B-2 Non-Voting Convertible Preferred Stock ("Series B-2 Preferred Stock", and together with the Series B-1 Preferred Stock, the "Series B Preferred Stock") that would be convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. On September 10, 2024, the Issuer held a Special Meeting of Stockholders and obtained the Stockholder Approval. F6 · ownership.nature: The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity. F7 · ownership.nature: Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Read SEC document |
| September 05, 2024 Filed Sep 9, 2024 20:07 UTC |
Puri SumeetChief Accounting Officer
|
Exercise / conversionRestricted Stock Units · Derivative | 68,333 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000102 · wk-form4_1725912436.xml · derivative · entry 3 Puri Sumeet · CIK 0001991521 · Chief Accounting Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 136,667 Underlying: Common Stock · 68,333 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: The reporting person received a grant of RSUs under the Issuer's 2020 Incentive Plan, as amended from time to time, which will vest in three equal installments on each of the first three anniversaries of the grant date, or if earlier, upon a Change in Control (as defined in the 2020 Incentive Plan), subject to continued service through each vesting date. F3 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of common stock. F4 · derivative.exercise_date: Not applicable. F4 · derivative.expiration_date: Not applicable. Read SEC document |
| September 05, 2024 Filed Sep 9, 2024 20:07 UTC |
Puri SumeetChief Accounting Officer
|
Tax withholdingCommon Stock | 18,786 | $2.33 | $43,771.38 |
DisclosureSEC source: 0001805077-24-000102 · wk-form4_1725912436.xml · nonDerivative · entry 2 Puri Sumeet · CIK 0001991521 · Chief Accounting Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 49,547 F1 · shares: Represents shares withheld from vested restricted stock unit ("RSU") award to satisfy tax obligations, as permitted by the Company's Amended and Restated 2020 Incentive Plan. Read SEC document |
| September 05, 2024 Filed Sep 9, 2024 20:07 UTC |
Puri SumeetChief Accounting Officer
|
Exercise / conversionCommon Stock | 68,333 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000102 · wk-form4_1725912436.xml · nonDerivative · entry 1 Puri Sumeet · CIK 0001991521 · Chief Accounting Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 68,333 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| August 29, 2024 Filed Sep 3, 2024 17:17 UTC |
Cerberus Capital Management II, L.P.Director · 10% owner
CCM Denali Equity Holdings, LPDirector · 10% owner
CCM Denali Equity Holdings GP, LLCDirector · 10% owner
|
GrantSeries A-2 Non-Voting Non-Convertible Preferred Stock | 7 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000950170-24-102928 · ownership.xml · nonDerivative · entry 1 Cerberus Capital Management II, L.P. · CIK 0002027951 · Director · 10% owner CCM Denali Equity Holdings, LP · CIK 0002027945 · Director · 10% owner CCM Denali Equity Holdings GP, LLC · CIK 0002027946 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnotes Disclosed balance after: 7 F1 · price: Pursuant to the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto (the "Lenders"), and CCM Denali Debt Holdings, LP, as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), on August 29, 2024, the Issuer submitted a borrowing request under the Credit Agreement, the Lenders funded the full amount of the scheduled $30 million delayed draw term loan under the Credit Agreement, and in connection with such draw and pursuant to the terms and conditions of the Credit Agreement and Securities Purchase Agreement, F2 · price: (Continued from footnote 1) the Issuer issued 7 shares of a newly designated Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity, with the number of shares of such series having a liquidation value as if such shares were convertible into an aggregate of 28,806,463 shares of common stock, par value $0.0001 per share (the "Common Stock") of the Issuer. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024, is obtained, the Series A-2 Preferred Stock will be convertible into a number of shares of Series B-2 Preferred Stock that are convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock. F3 · ownership.nature: The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity. F4 · ownership.nature: Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Read SEC document |
| August 16, 2024 Filed Aug 19, 2024 20:04 UTC |
DIMITRIEF ALEXANDERDirector
|
PurchaseCommon Stock | 2,000 | $1.91 | $3,820.00 |
DisclosureSEC source: 0001805077-24-000100 · wk-form4_1724097887.xml · nonDerivative · entry 2 DIMITRIEF ALEXANDER · CIK 0001614732 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 172,347 Read SEC document |
| August 15, 2024 Filed Aug 19, 2024 20:04 UTC |
DIMITRIEF ALEXANDERDirector
|
PurchaseCommon Stock | 1,000 | $1.87 | $1,865.00 |
DisclosureSEC source: 0001805077-24-000100 · wk-form4_1724097887.xml · nonDerivative · entry 1 DIMITRIEF ALEXANDER · CIK 0001614732 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 170,347 Read SEC document |
| August 13, 2024 Filed Aug 15, 2024 20:08 UTC |
DIMITRIEF ALEXANDERDirector
|
PurchaseCommon Stock | 2,000 | $1.68 | $3,350.00 |
DisclosureSEC source: 0001805077-24-000098 · wk-form4_1723752505.xml · nonDerivative · entry 1 DIMITRIEF ALEXANDER · CIK 0001614732 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 169,347 Read SEC document |
| August 09, 2024 Filed Aug 12, 2024 14:54 UTC |
Mastrangelo JoeDirector · Chief Executive Officer
|
PurchaseCommon Stock | 52,800 | $1.43 | $75,504.00 |
DisclosureSEC source: 0001805077-24-000096 · wk-form4_1723474491.xml · nonDerivative · entry 1 Mastrangelo Joe · CIK 0001833309 · Director · Chief Executive Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 909,793 F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.42 to $1.43, 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 purchased at each separate price within the range set forth in this footnote. Read SEC document |
| July 25, 2024 Filed Jul 30, 2024 00:23 UTC |
Puri SumeetChief Accounting Officer
|
GrantRestricted Stock Units · Derivative | 175,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000077 · wk-form4_1722299024.xml · derivative · entry 1 Puri Sumeet · CIK 0001991521 · Chief Accounting Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 175,000 Underlying: Common Stock · 175,000 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. F2 · derivative.exercise_date: The reporting person received a grant of RSUs under the Issuer's 2020 Incentive Plan, which will vest in three equal installments on each of the first three anniversaries of the grant date, subject to continued service through each vesting date. F3 · derivative.expiration_date: Not applicable. Read SEC document |
| July 25, 2024 Filed Jul 30, 2024 00:36 UTC |
Demby ClaudeDirector
|
GrantRestricted Stock Units · Derivative | 78,947 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000085 · wk-form4_1722299762.xml · derivative · entry 1 Demby Claude · CIK 0001855640 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 78,947 Underlying: Common Stock · 78,947 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. F2 · derivative.exercise_date: The reporting person was granted RSUs that settle in common stock, which will vest on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the date of the next annual shareholders meeting of the Company following the grant date. F3 · derivative.expiration_date: Not applicable. Read SEC document |
| July 25, 2024 Filed Jul 30, 2024 00:18 UTC |
Silberman Michael WGeneral Counsel
|
GrantRestricted Stock Units · Derivative | 437,500 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000075 · wk-form4_1722298680.xml · derivative · entry 1 Silberman Michael W · CIK 0001813990 · General Counsel 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 437,500 Underlying: Common Stock · 437,500 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. F2 · derivative.exercise_date: The reporting person received a grant of RSUs under the Issuer's 2020 Incentive Plan, which will vest in three equal installments on each of the first three anniversaries of the grant date, subject to continued service through each vesting date. F3 · derivative.expiration_date: Not applicable. Read SEC document |
| July 25, 2024 Filed Jul 30, 2024 00:44 UTC |
Walters MarianDirector
|
GrantRestricted Stock Units · Derivative | 78,947 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000089 · wk-form4_1722300241.xml · derivative · entry 1 Walters Marian · CIK 0001782905 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 78,947 Underlying: Common Stock · 78,947 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. F2 · derivative.exercise_date: The reporting person was granted RSUs that settle in common stock, which will vest on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the date of the next annual shareholders meeting of the Company following the grant date. F3 · derivative.expiration_date: Not applicable. Read SEC document |
| July 25, 2024 Filed Jul 30, 2024 00:40 UTC |
McNeil JeffDirector
|
GrantRestricted Stock Units · Derivative | 78,947 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000087 · wk-form4_1722300009.xml · derivative · entry 1 McNeil Jeff · CIK 0001776803 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 78,947 Underlying: Common Stock · 78,947 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. F2 · derivative.exercise_date: The reporting person was granted RSUs that settle in common stock, which will vest on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the date of the next annual shareholders meeting of the Company following the grant date. F3 · derivative.expiration_date: Not applicable. Read SEC document |
| July 25, 2024 Filed Jul 30, 2024 00:33 UTC |
DIMITRIEF ALEXANDERDirector
|
GrantRestricted Stock Units · Derivative | 92,105 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000083 · wk-form4_1722299577.xml · derivative · entry 1 DIMITRIEF ALEXANDER · CIK 0001614732 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 92,105 Underlying: Common Stock · 92,105 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. F2 · derivative.exercise_date: The reporting person was granted RSUs that settle in common stock, which will vest on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the date of the next annual shareholders meeting of the Company following the grant date. F3 · derivative.expiration_date: Not applicable. Read SEC document |
| July 25, 2024 Filed Jul 30, 2024 00:28 UTC |
Stidolph Russell MonokiDirector
|
GrantRestricted Stock Units · Derivative | 105,263 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000079 · wk-form4_1722299273.xml · derivative · entry 1 Stidolph Russell Monoki · CIK 0001833275 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 105,263 Underlying: Common Stock · 105,263 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. F2 · derivative.exercise_date: The reporting person was granted RSUs that settle in common stock, which will vest on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the date of the next annual shareholders meeting of the Company following the grant date. F3 · derivative.expiration_date: Not applicable. Read SEC document |
| July 25, 2024 Filed Jul 30, 2024 00:30 UTC |
Bornstein Jeffrey SDirector
|
GrantRestricted Stock Units · Derivative | 105,263 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000081 · wk-form4_1722299440.xml · derivative · entry 1 Bornstein Jeffrey S · CIK 0001579989 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 105,263 Underlying: Common Stock · 105,263 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. F2 · derivative.exercise_date: The reporting person was granted RSUs that settle in common stock, which will vest on the earlier of (i) the first anniversary of the grant date and (ii) immediately prior to the date of the next annual shareholders meeting of the Company following the grant date. F3 · derivative.expiration_date: Not applicable. Read SEC document |
| July 25, 2024 Filed Jul 30, 2024 00:15 UTC |
Kroeker NathanChief Financial Officer
|
GrantRestricted Stock Units · Derivative | 662,500 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000073 · wk-form4_1722298513.xml · derivative · entry 1 Kroeker Nathan · CIK 0001613718 · Chief Financial Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 662,500 Underlying: Common Stock · 662,500 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. F2 · derivative.exercise_date: The reporting person received a grant of RSUs under the Issuer's 2020 Incentive Plan, which will vest in three equal installments on each of the first three anniversaries of the grant date, subject to continued service through each vesting date. F3 · derivative.expiration_date: Not applicable. Read SEC document |
| July 25, 2024 Filed Jul 30, 2024 00:13 UTC |
Mastrangelo JoeDirector · Chief Executive Officer
|
GrantRestricted Stock Units · Derivative | 1,000,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000072 · wk-form4_1722298397.xml · derivative · entry 1 Mastrangelo Joe · CIK 0001833309 · Director · Chief Executive Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 1,000,000 Underlying: Common Stock · 1,000,000 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. F2 · derivative.exercise_date: The reporting person received a grant of RSUs under the Issuer's 2020 Incentive Plan, which will vest in three equal installments on each of the first three anniversaries of the grant date, subject to continued service through each vesting date. F3 · derivative.expiration_date: Not applicable. Read SEC document |
| July 05, 2024 Filed Jul 9, 2024 21:33 UTC |
Mastrangelo JoeDirector · Chief Executive Officer
|
Exercise / conversionRestricted Stock Units · Derivative | 254,304 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000067 · wk-form4_1720560810.xml · derivative · entry 3 Mastrangelo Joe · CIK 0001833309 · Director · Chief Executive Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 508,607 Underlying: Common Stock · 254,304 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: The reporting person received a grant of RSUs under the Issuer's 2020 Incentive Plan, as amended from time to time, which will vest in three equal installments on each of the first three anniversaries of the grant date, or if earlier, upon a Change in Control (as defined in the 2020 Incentive Plan), subject to continued service through each vesting date. F3 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of common stock. F4 · derivative.exercise_date: Not applicable. F4 · derivative.expiration_date: Not applicable. Read SEC document |
| July 05, 2024 Filed Jul 9, 2024 21:33 UTC |
Mastrangelo JoeDirector · Chief Executive Officer
|
Tax withholdingCommon Stock | 115,683 | $1.92 | $222,111.36 |
DisclosureSEC source: 0001805077-24-000067 · wk-form4_1720560810.xml · nonDerivative · entry 2 Mastrangelo Joe · CIK 0001833309 · Director · Chief Executive Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 856,993 F1 · shares: Represents shares withheld from vested restricted stock unit ("RSU") award to satisfy tax obligations, as permitted by the Company's Amended and Restated 2020 Incentive Plan. Read SEC document |
| July 05, 2024 Filed Jul 9, 2024 21:33 UTC |
Mastrangelo JoeDirector · Chief Executive Officer
|
Exercise / conversionCommon Stock | 254,304 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000067 · wk-form4_1720560810.xml · nonDerivative · entry 1 Mastrangelo Joe · CIK 0001833309 · Director · Chief Executive Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 972,676 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| July 05, 2024 Filed Jul 9, 2024 21:29 UTC |
Kroeker NathanChief Financial Officer
|
Exercise / conversionRestricted Stock Units · Derivative | 105,008 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000065 · wk-form4_1720560570.xml · derivative · entry 3 Kroeker Nathan · CIK 0001613718 · Chief Financial Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 210,016 Underlying: Common Stock · 105,008 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: The reporting person received a grant of RSUs under the Issuer's 2020 Incentive Plan, as amended from time to time, which will vest in three equal installments on each of the first three anniversaries of the grant date, or if earlier, upon a Change in Control (as defined in the 2020 Incentive Plan), subject to continued service through each vesting date. F3 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of common stock. F4 · derivative.exercise_date: Not applicable. F4 · derivative.expiration_date: Not applicable. Read SEC document |
| July 05, 2024 Filed Jul 9, 2024 21:29 UTC |
Kroeker NathanChief Financial Officer
|
Tax withholdingCommon Stock | 41,321 | $1.92 | $79,336.32 |
DisclosureSEC source: 0001805077-24-000065 · wk-form4_1720560570.xml · nonDerivative · entry 2 Kroeker Nathan · CIK 0001613718 · Chief Financial Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 185,811 F1 · shares: Represents shares withheld from vested restricted stock unit ("RSU") award to satisfy tax obligations, as permitted by the Company's Amended and Restated 2020 Incentive Plan. Read SEC document |
| July 05, 2024 Filed Jul 9, 2024 21:29 UTC |
Kroeker NathanChief Financial Officer
|
Exercise / conversionCommon Stock | 105,008 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000065 · wk-form4_1720560570.xml · nonDerivative · entry 1 Kroeker Nathan · CIK 0001613718 · Chief Financial Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 227,132 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| July 03, 2024 Filed Jul 8, 2024 21:19 UTC |
Kroeker NathanChief Financial Officer
|
Exercise / conversionRestricted Stock Units · Derivative | 53,610 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000063 · wk-form4_1720473539.xml · derivative · entry 3 Kroeker Nathan · CIK 0001613718 · Chief Financial Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 107,219 Underlying: Common Stock · 53,610 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · security: The reporting person received a grant of RSUs under the Issuer's 2020 Incentive Plan, as amended from time to time, which will vest in three equal installments on each of the first three anniversaries of the grant date, or if earlier, upon a Change in Control (as defined in the 2020 Incentive Plan), subject to continued service through each vesting date. F3 · derivative.exercise_price: Each RSU represents a contingent right to receive one share of common stock. F4 · derivative.exercise_date: Not applicable. F4 · derivative.expiration_date: Not applicable. Read SEC document |
| July 03, 2024 Filed Jul 8, 2024 21:19 UTC |
Kroeker NathanChief Financial Officer
|
Tax withholdingCommon Stock | 21,096 | $1.77 | $37,339.92 |
DisclosureSEC source: 0001805077-24-000063 · wk-form4_1720473539.xml · nonDerivative · entry 2 Kroeker Nathan · CIK 0001613718 · Chief Financial Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 122,124 F1 · shares: Represents shares withheld from vested restricted stock unit ("RSU") award to satisfy tax obligations, as permitted by the Company's Amended and Restated 2020 Incentive Plan. Read SEC document |
| July 03, 2024 Filed Jul 8, 2024 21:19 UTC |
Kroeker NathanChief Financial Officer
|
Exercise / conversionCommon Stock | 53,610 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000063 · wk-form4_1720473539.xml · nonDerivative · entry 1 Kroeker Nathan · CIK 0001613718 · Chief Financial Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 143,220 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. Read SEC document |
| April 30, 2024 Filed May 3, 2024 00:19 UTC |
Demby ClaudeDirector
|
Exercise / conversionRestricted Stock Units · Derivative | 32,328 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000042 · wk-form4_1714695540.xml · derivative · entry 2 Demby Claude · CIK 0001855640 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 32,328 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_date: Not applicable. F2 · derivative.expiration_date: Not applicable. Read SEC document |
| April 30, 2024 Filed May 3, 2024 00:19 UTC |
Demby ClaudeDirector
|
Exercise / conversionCommon Stock | 32,328 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000042 · wk-form4_1714695540.xml · nonDerivative · entry 1 Demby Claude · CIK 0001855640 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 94,340 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Read SEC document |
| April 30, 2024 Filed May 2, 2024 20:12 UTC |
Zibelman Audrey AnnDirector
|
Exercise / conversionRestricted Stock Units · Derivative | 32,328 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000038 · wk-form4_1714695135.xml · derivative · entry 2 Zibelman Audrey Ann · CIK 0001833088 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 32,328 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_date: Not applicable. F2 · derivative.expiration_date: Not applicable. Read SEC document |
| April 30, 2024 Filed May 2, 2024 20:12 UTC |
Zibelman Audrey AnnDirector
|
Exercise / conversionCommon Stock | 32,328 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000038 · wk-form4_1714695135.xml · nonDerivative · entry 1 Zibelman Audrey Ann · CIK 0001833088 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 104,897 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Read SEC document |
| April 30, 2024 Filed May 3, 2024 00:30 UTC |
Bornstein Jeffrey SDirector
|
Exercise / conversionRestricted Stock Units · Derivative | 32,328 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000044 · wk-form4_1714696202.xml · derivative · entry 4 Bornstein Jeffrey S · CIK 0001579989 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 32,328 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F2 · derivative.exercise_date: Not applicable. F2 · derivative.expiration_date: Not applicable. Read SEC document |
| April 30, 2024 Filed May 3, 2024 00:30 UTC |
Bornstein Jeffrey SDirector
|
Exercise / conversionCommon Stock | 32,328 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000044 · wk-form4_1714696202.xml · nonDerivative · entry 1 Bornstein Jeffrey S · CIK 0001579989 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 114,929 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Read SEC document |
| April 30, 2024 Filed May 3, 2024 00:17 UTC |
McNeil JeffDirector
|
Exercise / conversionRestricted Stock Units · Derivative | 36,232 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000041 · wk-form4_1714695410.xml · derivative · entry 3 McNeil Jeff · CIK 0001776803 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 36,232 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · derivative.exercise_date: Not applicable. F3 · derivative.expiration_date: Not applicable. Read SEC document |
| April 30, 2024 Filed May 3, 2024 00:17 UTC |
McNeil JeffDirector
|
Exercise / conversionCommon Stock | 36,232 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000041 · wk-form4_1714695410.xml · nonDerivative · entry 1 McNeil Jeff · CIK 0001776803 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 36,232 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Read SEC document |
| April 30, 2024 Filed May 3, 2024 00:09 UTC |
Walters MarianDirector
|
Exercise / conversionRestricted Stock Units · Derivative | 32,328 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000037 · wk-form4_1714694979.xml · derivative · entry 3 Walters Marian · CIK 0001782905 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 32,328 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F3 · derivative.exercise_date: Not applicable. F3 · derivative.expiration_date: Not applicable. Read SEC document |
| April 30, 2024 Filed May 3, 2024 00:09 UTC |
Walters MarianDirector
|
Exercise / conversionCommon Stock | 32,328 | $0.00 | $0.00 |
DisclosureSEC source: 0001805077-24-000037 · wk-form4_1714694979.xml · nonDerivative · entry 1 Walters Marian · CIK 0001782905 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 104,847 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · price: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.