New Fortress Energy LLC
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(Name of Issuer)
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Class A Shares Representing Limited Liability Company Interests
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(Title of Class of Securities)
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644393 100
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(CUSIP Number)
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Randal A. Nardone
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111 W. 19th St., 8th Floor
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New York, NY 10011
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(516) 268-7400
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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February 4, 2019
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(Date of Event Which Requires Filing of this Statement)
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SCHEDULE 13 D
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CUSIP No. 644393 100
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1
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NAME OF REPORTING PERSON
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Randal A. Nardone
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF (please see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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2,500,000
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8
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SHARED VOTING POWER
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0 |
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9
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SOLE DISPOSITIVE POWER
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2,500,000
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,500,000(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.5%(1)
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14
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TYPE OF REPORTING PERSON
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IN
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(1) |
Calculations are based upon a total of 20,000,000 Class A Shares outstanding as of February 4, 2019.
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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Percentage:
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12.5%
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Number of shares to which the Reporting Person has:
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i. Sole power to vote or to direct the vote:
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2,500,000
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ii. Shared power to vote or to direct the vote:
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0
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iii. Sole power to dispose or to direct the disposition of:
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2,500,000
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iv. Shared power to dispose or to direct the disposition of:
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0
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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· |
a number of directors equal to a majority of the Board, plus one director, shall be individuals designated by New Fortress Energy Holdings, for so long as the
Shareholders directly or indirectly beneficially own, together with their affiliates and permitted transferees, at least 30% of the Issuer’s voting power, provided that if the Board consists of six or fewer directors, then New
Fortress Energy Holdings shall have the right to designate a number of directors equal to a majority of the Board;
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a number of directors equal to a majority of the Board, minus one director, shall be individuals designated by New Fortress Energy Holdings, for so long as the
Shareholders directly or indirectly beneficially own, together with their affiliates and permitted transferees, less than 30% but at least 20% of the Issuer’s voting power, provided that if the Board consists of six or fewer
directors, then New Fortress Energy Holdings shall have the right to designate a number of directors equal to three directors;
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a number of directors (rounded up to the nearest whole number) that would be required to maintain New Fortress Energy Holdings’ proportional representation on the Board
shall be individuals designated by New Fortress Energy Holdings for so long as the Shareholders directly or indirectly beneficially own, together with their affiliates and permitted transferees, less than 20% but at least 10% of the
Issuer’s voting power, provided that if the Board consists of six or fewer directors, then New Fortress Energy Holdings shall have the right to designate a number of directors equal to two directors; and
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a number of directors (rounded up to the nearest whole number) that would be required to maintain New Fortress Energy Holdings’ proportional representation on the Board
shall be individuals designated by New Fortress Energy Holdings for so long as the Shareholders directly or indirectly beneficially own, together with their affiliates and permitted transferees, less than 10% but at least 5% of the
Issuer’s voting power, provided that if the Board consists of six or fewer directors, then New Fortress Energy Holdings shall have the right to designate a number of directors equal to one director.
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the ownership or the operation of the Issuer’s assets or properties, and the operation or conduct of its business, prior to or following the Offering; and
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any other activities the Issuer engages in.
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Item 7. |
Material to be Filed as Exhibits
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Exhibit A |
Shareholders’ Agreement, dated February 4, 2019, by and among New Fortress Energy LLC, New Fortress Energy Holdings LLC, Wesley R. Edens and Randal A. Nardone
(incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on February 5, 2019).
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Dated as of February 11, 2019.
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By:
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/s/ Randal A. Nardone
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Name:
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Randal A. Nardone
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