SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EDENS WESLEY R

(Last) (First) (Middle)
111 W. 19TH STREET, 8TH FLOOR

(Street)
NEW YORK NY 10011

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
New Fortress Energy LLC [ NFE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Shares 06/03/2020 M 50,369,885 A (1)(2) 53,648,084 D
Class A Shares 06/03/2020 M 18,997,047 A (1)(2) 18,997,047 I WRE 2012 Trust LLC(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
New Fortress Intermediate LLC Units(1) (1) 06/03/2020 M 50,369,885 (1) (1) Class A Shares 50,369,885 (1)(2) 0 D
New Fortress Intermediate LLC Units(1) (1) 06/03/2020 M 18,997,047 (1) (1) Class A Shares 18,997,047 (1)(2) 0 I WRE 2012 Trust LLC(3)
Explanation of Responses:
1. The Amended and Restated Limited Liability Company Agreement (the "NFI LLCA") of New Fortress Intermediate LLC ("NFI") provides certain holders of common units ("NFI LLC Units") of NFI with certain rights to cause NFI or New Fortress Energy LLC (the "Issuer") to acquire all or a portion of the NFI LLC Units and an equal number of non-economic Class B common shares (the "Class B Shares") of the Issuer (the "Redemption Right") for, at its election, (a) Class A common shares ("Class A Shares") of the Issuer at a redemption ratio of one Class A Share for each NFI LLC Unit redeemed, subject to conversion rate adjustments for any equity split, equity distribution, reclassification or other similar transaction, or (b) an equivalent amount of cash based on the trading price of a Class A Share on the trading day that is immediately prior to the date of the redemption. The Redemption Right has no expiration date.
2. On June 3, 2020, the reporting person and WRE 2012 Trust LLC, an entity controlled by the reporting person, exercised the Redemption Right and the Issuer became obligated to acquire these NFI LLC Units and an equal number of Class B Shares in exchange for Class A Shares.
3. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
/s/ Wesley R. Edens, by Cameron D. MacDougall as Attorney-in-Fact 06/05/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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