William Bennett Nance - Dec 21, 2023 Form 4 Insider Report for Global Gas Corp (HGAS)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ William Bennett Nance, Jr.
Stock symbol
HGAS
Transactions as of
Dec 21, 2023
Transactions value $
$0
Form type
4
Date filed
12/26/2023, 04:45 PM
Next filing
Mar 6, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HGAS Class B Common Stock Award $0 +3.44M $0.00 3.44M Dec 21, 2023 Class A Common Stock 3.44M Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the terms of the Unit Purchase Agreement, dated May 14, 2023 (as amended, the "Purchase Agreement"), by and among the Issuer, Global Gas Holdings LLC, a wholly-owned subsidiary of the Issuer ("Holdings"), Global Hydrogen Energy LLC ("Global Hydrogen"), and each of the Reporting Person, Sergio Martinez and Barbara Guay Martinez (collectively, the "Sellers"), and the transactions contemplated thereby, on December 21, 2023 ("Closing"), (a) the Issuer contributed to Holdings all of its assets (subject to limited exceptions), and in exchange therefor, Holdings issued to the Issuer a number of common equity units of Holdings ("Holdings Common Units") equal to the number of total shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), issued and outstanding immediately after Closing (taking into account any equity financing agreements and redemptions) and (Continued in following footnote)
F2 (Continued from previous footnote) (b) immediately thereafter, the Sellers transferred, conveyed, assigned and delivered all of the limited liability company equity interests of Global Hydrogen ("Global Hydrogen Units") to Holdings in exchange for shares of the Issuer's Class B voting non-economic common stock, par value $0.0001 per share ("Class B Common Stock" and, together with Class A Common Stock, "Common Stock"), and Holdings Common Units. At Closing, the Issuer changed its name to Global Gas Corporation.
F3 At Closing, each Seller received an aggregate number of Holdings Common Units and shares of the Issuer's Class B Common Stock (together, "Paired Interests"), in each case, equal to the number of Global Hydrogen Units held by such Seller, multiplied by the Company Exchange Ratio (determined by dividing (A) the quotient of $43,000,000 divided by the number of Global Hydrogen Units issued and outstanding immediately prior to Closing by (B) $10.00 per share).
F4 Pursuant to the terms of the Exchange Agreement entered into at Closing between the Issuer, Holdings and the Sellers, the Sellers have the right, following Closing and at any time after the expiration of a lock-up to which the Issuer's Class B Common Stock are subject, to exchange their Paired Interests for, at the option of the Issuer, cash or shares of Class A Common Stock, on a one-for-one basis, subject to customary adjustments. The Paired Interests have no expiration date. At the time of any such exchange, the shares of Class B Common Stock exchanged by the Reporting Person, which have no economic value and entitle holders thereof to one vote per share on all matters on which stockholders of the Issuer are entitled to vote generally, will be cancelled.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney.