Decarbonization Plus Acquisition Sponsor IV LLC

SEC source: 0000899243-23-005888 · doc4.xml · derivative · entry 1

Decarbonization Plus Acquisition Sponsor IV LLC · CIK 0001848961 · 10% owner

RIVERSTONE HOLDINGS LLC · CIK 0001247497 · 10% owner

LEUSCHEN DAVID M · CIK 0001222726 · 10% owner

LAPEYRE PIERRE F JR · CIK 0001232151 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Class A Common Shares · 3,464,323 shares

Expires not disclosed

F1 · derivative.exercise_price: In connection with the closing of the business combination (the "Business Combination") between Decarbonization Plus Acquisition Corporation IV ("DCRD"), Hammerhead Resources Inc., an Alberta corporation ("Hammerhead"), Hammerhead Energy Inc., an Alberta corporation and wholly owned subsidiary of Hammerhead ("NewCo"), and 2453729 Alberta ULC, an Alberta unlimited liability corporation and wholly owned subsidiary of DCRD, on February 21, 2023, DCRD transferred by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the Cayman Islands Companies Act (as amended) and domesticated as an Alberta corporation in accordance with the applicable provisions of the Business Corporations Act (Alberta) (such transfer by way of continuation and domestication, the "Domestication").

F2 · derivative.exercise_price: (Continued from footnote 1) Pursuant to the Domestication, each Class B ordinary share of DCRD was exchanged for one Class B common share of DCRD ("DCRD Class B Common Share"). Following the Domestication, on February 22, 2023, DCRD amalgamated with NewCo (the "SPAC Amalgamation") to form one corporate entity ("New SPAC") with NewCo surviving the SPAC Amalgamation as New SPAC. Pursuant to the SPAC Amalgamation, each DCRD Class B Common Share issued and outstanding immediately prior to the effective time of the SPAC Amalgamation was exchanged, on a one-for-one basis, for a Class B common share in the authorized share capital of New SPAC.

F1 · price: In connection with the closing of the business combination (the "Business Combination") between Decarbonization Plus Acquisition Corporation IV ("DCRD"), Hammerhead Resources Inc., an Alberta corporation ("Hammerhead"), Hammerhead Energy Inc., an Alberta corporation and wholly owned subsidiary of Hammerhead ("NewCo"), and 2453729 Alberta ULC, an Alberta unlimited liability corporation and wholly owned subsidiary of DCRD, on February 21, 2023, DCRD transferred by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the Cayman Islands Companies Act (as amended) and domesticated as an Alberta corporation in accordance with the applicable provisions of the Business Corporations Act (Alberta) (such transfer by way of continuation and domestication, the "Domestication").

F2 · price: (Continued from footnote 1) Pursuant to the Domestication, each Class B ordinary share of DCRD was exchanged for one Class B common share of DCRD ("DCRD Class B Common Share"). Following the Domestication, on February 22, 2023, DCRD amalgamated with NewCo (the "SPAC Amalgamation") to form one corporate entity ("New SPAC") with NewCo surviving the SPAC Amalgamation as New SPAC. Pursuant to the SPAC Amalgamation, each DCRD Class B Common Share issued and outstanding immediately prior to the effective time of the SPAC Amalgamation was exchanged, on a one-for-one basis, for a Class B common share in the authorized share capital of New SPAC.

F1 · derivative.exercise_date: In connection with the closing of the business combination (the "Business Combination") between Decarbonization Plus Acquisition Corporation IV ("DCRD"), Hammerhead Resources Inc., an Alberta corporation ("Hammerhead"), Hammerhead Energy Inc., an Alberta corporation and wholly owned subsidiary of Hammerhead ("NewCo"), and 2453729 Alberta ULC, an Alberta unlimited liability corporation and wholly owned subsidiary of DCRD, on February 21, 2023, DCRD transferred by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the Cayman Islands Companies Act (as amended) and domesticated as an Alberta corporation in accordance with the applicable provisions of the Business Corporations Act (Alberta) (such transfer by way of continuation and domestication, the "Domestication").

F2 · derivative.exercise_date: (Continued from footnote 1) Pursuant to the Domestication, each Class B ordinary share of DCRD was exchanged for one Class B common share of DCRD ("DCRD Class B Common Share"). Following the Domestication, on February 22, 2023, DCRD amalgamated with NewCo (the "SPAC Amalgamation") to form one corporate entity ("New SPAC") with NewCo surviving the SPAC Amalgamation as New SPAC. Pursuant to the SPAC Amalgamation, each DCRD Class B Common Share issued and outstanding immediately prior to the effective time of the SPAC Amalgamation was exchanged, on a one-for-one basis, for a Class B common share in the authorized share capital of New SPAC.

F1 · derivative.expiration_date: In connection with the closing of the business combination (the "Business Combination") between Decarbonization Plus Acquisition Corporation IV ("DCRD"), Hammerhead Resources Inc., an Alberta corporation ("Hammerhead"), Hammerhead Energy Inc., an Alberta corporation and wholly owned subsidiary of Hammerhead ("NewCo"), and 2453729 Alberta ULC, an Alberta unlimited liability corporation and wholly owned subsidiary of DCRD, on February 21, 2023, DCRD transferred by way of continuation from the Cayman Islands to the Province of Alberta, Canada in accordance with the Cayman Islands Companies Act (as amended) and domesticated as an Alberta corporation in accordance with the applicable provisions of the Business Corporations Act (Alberta) (such transfer by way of continuation and domestication, the "Domestication").

F2 · derivative.expiration_date: (Continued from footnote 1) Pursuant to the Domestication, each Class B ordinary share of DCRD was exchanged for one Class B common share of DCRD ("DCRD Class B Common Share"). Following the Domestication, on February 22, 2023, DCRD amalgamated with NewCo (the "SPAC Amalgamation") to form one corporate entity ("New SPAC") with NewCo surviving the SPAC Amalgamation as New SPAC. Pursuant to the SPAC Amalgamation, each DCRD Class B Common Share issued and outstanding immediately prior to the effective time of the SPAC Amalgamation was exchanged, on a one-for-one basis, for a Class B common share in the authorized share capital of New SPAC.

F3 · ownership.nature: Decarbonization Plus Acquisition Sponsor IV LLC is the record holder of the securities reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which controls Decarbonization Plus Acquisition Sponsor IV LLC.

F4 · ownership.nature: Each of Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre, Jr. may be deemed to have or share beneficial ownership of the securities held directly by Decarbonization Plus Acquisition Sponsor IV LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

SEC source: 0000899243-23-002004 · doc4.xml · derivative · entry 1

Decarbonization Plus Acquisition Sponsor IV LLC · CIK 0001848961 · 10% owner

RIVERSTONE HOLDINGS LLC · CIK 0001247497 · 10% owner

LEUSCHEN DAVID M · CIK 0001222726 · Director · 10% owner

LAPEYRE PIERRE F JR · CIK 0001232151 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 3,464,323

Underlying: Class A Ordinary Shares, par value $0.0001 per share · 4,234,172 shares

Expires not disclosed

F1 · derivative.exercise_price: The Class B Ordinary Shares are convertible into Class A Ordinary Shares of the Issuer's on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. The Reporting Persons' Class B Ordinary Shares are convertible into Class A Ordinary Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333- 254259).

F1 · price: The Class B Ordinary Shares are convertible into Class A Ordinary Shares of the Issuer's on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. The Reporting Persons' Class B Ordinary Shares are convertible into Class A Ordinary Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333- 254259).

F2 · price: Pursuant to the Letter Agreement, by and among the Reporting Person, the Issuer, Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company and the other holders of Class B Ordinary Shares, dated September 25, 2022 (the "Letter Agreement"), the Reporting Person agreed to assign and transfer 55% of the Class B Ordinary Shares acquired by the Reporting Person in connection with the Issuer's initial public offering to Riverstone Global Energy and Power Fund V (Cayman), L.P. ("Fund V"), Riverstone V Investment Management Cooperatief U.A. or a wholly-owned subsidiary thereof prior to the closing of the proposed business combination between Hammerhead Resources Inc., an Alberta corporation and the Issuer. On January 17, 2023, pursuant to the Letter Agreement, the Reporting Person transferred 4,234,172 Class B Ordinary Shares to R5 HHR FS Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Fund V.

F1 · derivative.exercise_date: The Class B Ordinary Shares are convertible into Class A Ordinary Shares of the Issuer's on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. The Reporting Persons' Class B Ordinary Shares are convertible into Class A Ordinary Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333- 254259).

F1 · derivative.expiration_date: The Class B Ordinary Shares are convertible into Class A Ordinary Shares of the Issuer's on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. The Reporting Persons' Class B Ordinary Shares are convertible into Class A Ordinary Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333- 254259).

F3 · ownership.nature: Decarbonization Plus Acquisition Sponsor IV LLC is the record holder of the securities reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which controls Decarbonization Plus Acquisition Sponsor IV LLC.

F4 · ownership.nature: Each of Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre, Jr. may be deemed to have or share beneficial ownership of the securities held directly by Decarbonization Plus Acquisition Sponsor IV LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.