Japan Bank for International Cooperation

SEC source: 0001104659-24-123464 · tm2429342-1_4seq1.xml · derivative · entry 1

Japan Bank for International Cooperation · CIK 0001551322 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 19,285,070

Underlying: Class A Common Stock · 5,014,118 shares

Expires not disclosed

F1 · security: This report is being filed by Japan Bank for International Cooperation ("JBIC") in connection with its sale to Chubu Global Investment Americas Inc. ("Chubu Americas"), a wholly owned subsidiary of Chubu Electric Power Co., Inc. ("Chubu"), of units of membership interests in Japan NuScale Innovation, LLC ("JNI") ("JNI Units") on November 25, 2024, representing JBIC's indirect interest through JNI in 5,014,118 Paired Interests (as defined below) for an aggregate purchase price of $54,804,309.74. JBIC and JNI are members of a group (the "Group") for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that beneficially owns certain Paired Interests.

F2 · security: The Group also includes: (i) JGC Holdings Corporation ("JGC"), JGC America, Inc. ("JGC America"), a wholly owned subsidiary of JGC, IHI Corporation ("IHI"), IHI Americas Inc. ("IHI America"), a wholly owned subsidiary of IHI, and, after giving effect to the transaction reported hereby, Chubu Americas and Chubu, in each case, by virtue of such entity's direct or indirect ownership of JNI Units; and (ii) Fluor Enterprises, Inc. ("Fluor"), by virtue of certain voting arrangements by and among Fluor, JNI, JBIC and NuScale Power, LLC. JBIC understands that Chubu Americas and Chubu will file a separate Form 3, and that thereafter they may file any required reports under Section 16 either separately or jointly with other members of the Group.

F3 · security: The term "Paired Interests" is used herein to refer to the economic, non-voting Class B Units of NuScale Power, LLC ("Class B Units") and an equal number of paired shares of non-economic, voting Class B Common Stock of the Issuer ("Class B Common Stock"). Pursuant to and subject to the applicable terms and conditions of the limited liability company agreement of NuScale Power, LLC and the certificate of incorporation of the Issuer (each as amended from time to time): (a) a holder of Class B Units has the right, and in certain circumstances the obligation, to exchange a Class B Unit on a one-for-one basis (subject to adjustment from time to time) for, at the option of the Issuer, (i) a share of Class A Common Stock of the Issuer or (ii) an equivalent value of cash in limited circumstances; and (b) upon such an exchange, the Issuer will cancel and retire, for no consideration, the paired share of Class B Common Stock.

F3 · derivative.exercise_price: The term "Paired Interests" is used herein to refer to the economic, non-voting Class B Units of NuScale Power, LLC ("Class B Units") and an equal number of paired shares of non-economic, voting Class B Common Stock of the Issuer ("Class B Common Stock"). Pursuant to and subject to the applicable terms and conditions of the limited liability company agreement of NuScale Power, LLC and the certificate of incorporation of the Issuer (each as amended from time to time): (a) a holder of Class B Units has the right, and in certain circumstances the obligation, to exchange a Class B Unit on a one-for-one basis (subject to adjustment from time to time) for, at the option of the Issuer, (i) a share of Class A Common Stock of the Issuer or (ii) an equivalent value of cash in limited circumstances; and (b) upon such an exchange, the Issuer will cancel and retire, for no consideration, the paired share of Class B Common Stock.

F1 · shares: This report is being filed by Japan Bank for International Cooperation ("JBIC") in connection with its sale to Chubu Global Investment Americas Inc. ("Chubu Americas"), a wholly owned subsidiary of Chubu Electric Power Co., Inc. ("Chubu"), of units of membership interests in Japan NuScale Innovation, LLC ("JNI") ("JNI Units") on November 25, 2024, representing JBIC's indirect interest through JNI in 5,014,118 Paired Interests (as defined below) for an aggregate purchase price of $54,804,309.74. JBIC and JNI are members of a group (the "Group") for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that beneficially owns certain Paired Interests.

F2 · shares: The Group also includes: (i) JGC Holdings Corporation ("JGC"), JGC America, Inc. ("JGC America"), a wholly owned subsidiary of JGC, IHI Corporation ("IHI"), IHI Americas Inc. ("IHI America"), a wholly owned subsidiary of IHI, and, after giving effect to the transaction reported hereby, Chubu Americas and Chubu, in each case, by virtue of such entity's direct or indirect ownership of JNI Units; and (ii) Fluor Enterprises, Inc. ("Fluor"), by virtue of certain voting arrangements by and among Fluor, JNI, JBIC and NuScale Power, LLC. JBIC understands that Chubu Americas and Chubu will file a separate Form 3, and that thereafter they may file any required reports under Section 16 either separately or jointly with other members of the Group.

F1 · price: This report is being filed by Japan Bank for International Cooperation ("JBIC") in connection with its sale to Chubu Global Investment Americas Inc. ("Chubu Americas"), a wholly owned subsidiary of Chubu Electric Power Co., Inc. ("Chubu"), of units of membership interests in Japan NuScale Innovation, LLC ("JNI") ("JNI Units") on November 25, 2024, representing JBIC's indirect interest through JNI in 5,014,118 Paired Interests (as defined below) for an aggregate purchase price of $54,804,309.74. JBIC and JNI are members of a group (the "Group") for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that beneficially owns certain Paired Interests.

F2 · price: The Group also includes: (i) JGC Holdings Corporation ("JGC"), JGC America, Inc. ("JGC America"), a wholly owned subsidiary of JGC, IHI Corporation ("IHI"), IHI Americas Inc. ("IHI America"), a wholly owned subsidiary of IHI, and, after giving effect to the transaction reported hereby, Chubu Americas and Chubu, in each case, by virtue of such entity's direct or indirect ownership of JNI Units; and (ii) Fluor Enterprises, Inc. ("Fluor"), by virtue of certain voting arrangements by and among Fluor, JNI, JBIC and NuScale Power, LLC. JBIC understands that Chubu Americas and Chubu will file a separate Form 3, and that thereafter they may file any required reports under Section 16 either separately or jointly with other members of the Group.

F3 · derivative.exercise_date: The term "Paired Interests" is used herein to refer to the economic, non-voting Class B Units of NuScale Power, LLC ("Class B Units") and an equal number of paired shares of non-economic, voting Class B Common Stock of the Issuer ("Class B Common Stock"). Pursuant to and subject to the applicable terms and conditions of the limited liability company agreement of NuScale Power, LLC and the certificate of incorporation of the Issuer (each as amended from time to time): (a) a holder of Class B Units has the right, and in certain circumstances the obligation, to exchange a Class B Unit on a one-for-one basis (subject to adjustment from time to time) for, at the option of the Issuer, (i) a share of Class A Common Stock of the Issuer or (ii) an equivalent value of cash in limited circumstances; and (b) upon such an exchange, the Issuer will cancel and retire, for no consideration, the paired share of Class B Common Stock.

F3 · derivative.expiration_date: The term "Paired Interests" is used herein to refer to the economic, non-voting Class B Units of NuScale Power, LLC ("Class B Units") and an equal number of paired shares of non-economic, voting Class B Common Stock of the Issuer ("Class B Common Stock"). Pursuant to and subject to the applicable terms and conditions of the limited liability company agreement of NuScale Power, LLC and the certificate of incorporation of the Issuer (each as amended from time to time): (a) a holder of Class B Units has the right, and in certain circumstances the obligation, to exchange a Class B Unit on a one-for-one basis (subject to adjustment from time to time) for, at the option of the Issuer, (i) a share of Class A Common Stock of the Issuer or (ii) an equivalent value of cash in limited circumstances; and (b) upon such an exchange, the Issuer will cancel and retire, for no consideration, the paired share of Class B Common Stock.

F3 · derivative.underlying_shares: The term "Paired Interests" is used herein to refer to the economic, non-voting Class B Units of NuScale Power, LLC ("Class B Units") and an equal number of paired shares of non-economic, voting Class B Common Stock of the Issuer ("Class B Common Stock"). Pursuant to and subject to the applicable terms and conditions of the limited liability company agreement of NuScale Power, LLC and the certificate of incorporation of the Issuer (each as amended from time to time): (a) a holder of Class B Units has the right, and in certain circumstances the obligation, to exchange a Class B Unit on a one-for-one basis (subject to adjustment from time to time) for, at the option of the Issuer, (i) a share of Class A Common Stock of the Issuer or (ii) an equivalent value of cash in limited circumstances; and (b) upon such an exchange, the Issuer will cancel and retire, for no consideration, the paired share of Class B Common Stock.

F4 · balance_after: The Paired Interests reported in column 9 hereunder are held of record by JNI and do not include Paired Interests held by Fluor, in which none of the Group members other than Fluor has a pecuniary interest. JBIC and the other Group members may be deemed to have shared voting and investment power with respect to the Paired Interests held by JNI.

F5 · balance_after: The transaction reported hereby does not change the total amount of Paired Interests held by JNI and beneficially owned by the Group. Such amount continues to include the 5,014,118 Paired Interests corresponding to the JNI Units sold by JBIC to Chubu Americas, as a result of which sale Chubu Americas and Chubu may be deemed to have become members of the Group. JBIC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that JBIC or any person referenced herein is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F1 · ownership.direct: This report is being filed by Japan Bank for International Cooperation ("JBIC") in connection with its sale to Chubu Global Investment Americas Inc. ("Chubu Americas"), a wholly owned subsidiary of Chubu Electric Power Co., Inc. ("Chubu"), of units of membership interests in Japan NuScale Innovation, LLC ("JNI") ("JNI Units") on November 25, 2024, representing JBIC's indirect interest through JNI in 5,014,118 Paired Interests (as defined below) for an aggregate purchase price of $54,804,309.74. JBIC and JNI are members of a group (the "Group") for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that beneficially owns certain Paired Interests.

F2 · ownership.direct: The Group also includes: (i) JGC Holdings Corporation ("JGC"), JGC America, Inc. ("JGC America"), a wholly owned subsidiary of JGC, IHI Corporation ("IHI"), IHI Americas Inc. ("IHI America"), a wholly owned subsidiary of IHI, and, after giving effect to the transaction reported hereby, Chubu Americas and Chubu, in each case, by virtue of such entity's direct or indirect ownership of JNI Units; and (ii) Fluor Enterprises, Inc. ("Fluor"), by virtue of certain voting arrangements by and among Fluor, JNI, JBIC and NuScale Power, LLC. JBIC understands that Chubu Americas and Chubu will file a separate Form 3, and that thereafter they may file any required reports under Section 16 either separately or jointly with other members of the Group.

F4 · ownership.direct: The Paired Interests reported in column 9 hereunder are held of record by JNI and do not include Paired Interests held by Fluor, in which none of the Group members other than Fluor has a pecuniary interest. JBIC and the other Group members may be deemed to have shared voting and investment power with respect to the Paired Interests held by JNI.

F4 · ownership.nature: The Paired Interests reported in column 9 hereunder are held of record by JNI and do not include Paired Interests held by Fluor, in which none of the Group members other than Fluor has a pecuniary interest. JBIC and the other Group members may be deemed to have shared voting and investment power with respect to the Paired Interests held by JNI.