Rice Acquisition Sponsor II LLC - Jun 8, 2023 Form 4 Insider Report for NET Power Inc. (NPWR)

Signature
/s/ James Wilmot Rogers as Attorney-in-Fact
Stock symbol
NPWR
Transactions as of
Jun 8, 2023
Transactions value $
$0
Form type
4
Date filed
6/12/2023, 06:48 PM
Previous filing
Jun 15, 2021
Next filing
Jun 30, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NPWR Class A Ordinary Shares Disposed to Issuer -2.5K -100% 0 Jun 8, 2023 Direct F1, F2
transaction NPWR Class A Common Stock Award +2.5K 2.5K Jun 8, 2023 Direct F1, F2
transaction NPWR Class B Ordinary Shares Disposed to Issuer -8.54M -100% 0 Jun 8, 2023 Direct F1, F2
transaction NPWR Class B Common Stock Award +8.54M 8.54M Jun 8, 2023 Direct F1, F2
transaction NPWR Class B Common Stock Disposed to Issuer -1M -11.72% 7.54M Jun 8, 2023 Direct F3

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 NPWR Class A Units of Rice Acquisition Holdings II LLC Disposed to Issuer -100 -100% 0 Jun 8, 2023 Class A Ordinary Shares 100 Direct F1, F2, F4
transaction NPWR Class A Units of NET Power Operations LLC Award +100 100 Jun 8, 2023 Class A Common Stock 100 Direct F1, F2, F5
transaction NPWR Class B Units of Rice Acquisition Holdings II LLC Disposed to Issuer -8.53M -100% 0 Jun 8, 2023 Class A Ordinary Shares 8.53M Direct F1, F2, F6
transaction NPWR Class B Units of NET Power Operations LLC Award +8.53M 8.53M Jun 8, 2023 Class A Common Stock 8.53M Direct F1, F2, F7
transaction NPWR Class B Units of NET Power Operations LLC Disposed to Issuer -1M -11.72% 7.53M Jun 8, 2023 Class A Common Stock 1M Direct F3, F7
transaction NPWR Warrants Disposed to Issuer -10.9M -100% 0 Jun 8, 2023 Class A Ordinary Shares 10.9M $11.50 Direct F1, F2
transaction NPWR Warrants Award +10.9M 10.9M Jun 8, 2023 Class A Common Stock 10.9M $11.50 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to that certain Business Combination Agreement, dated December 13, 2022, and subsequently amended on April 23, 2023, by and among Rice Acquisition Corp. II ("RONI"), Rice Acquisition Holdings II LLC ("RONI Opco"), NET Power, LLC and the other parties thereto, the parties effected a business combination transaction (the "Business Combination") on June 8, 2023. In connection with the Business Combination, on June 8, 2023, RONI domesticated as a Delaware corporation (the "RONI Domestication") and changed its name to "NET Power Inc." ("NET Power") and RONI Opco domesticated as a Delaware limited liability company (together with the RONI Domestication, the "Domestication") and changed its name to "NET Power Operations LLC" ("Opco").
F2 As a result of the Domestication on June 8, 2023, (a) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of RONI ("Class A Ordinary Share") automatically converted on a one-for-one basis into a share of Class A common stock, par value $0.0001 per share, of NET Power ("Class A Common Stock"), (b) each issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RONI ("Class B Ordinary Share") automatically converted on a one-for-one basis into a share of Class B common stock, par value $0.0001 per share, of NET Power ("Class B Common Stock"), (c) each issued and outstanding warrant of RONI (which were exercisable for a Class A Ordinary Share) automatically converted into a warrant to purchase one share of Class A Common Stock, and (d) each issued and outstanding Class A Unit and Class B Unit of RONI Opco automatically converted on a one-for-one basis into a Class A or Class B Unit of Opco, respectively.
F3 Immediately upon the consummation of the Business Combination, pursuant to the Sponsor Letter Agreement, dated as of December 13, 2022, by and among RONI, the reporting person, RONI Opco, NET Power, LLC and the other parties thereto, 1,000,000 shares of Class B Common Stock and 1,000,000 Class B Units of Opco held by the reporting person were forfeited to NET Power and Opco, respectively, for no consideration and automatically canceled.
F4 For each Class A Unit of RONI Opco, the reporting person owned a corresponding Class B Ordinary Share. The Class A Units of RONI Opco (together with the corresponding Class B Ordinary Shares) were exchangeable into Class A Ordinary Shares or cash, at RONI's election, after the time of RONI's initial business combination on a one-for-one basis and had no expiration date.
F5 For each Class A Unit of Opco, the reporting person owns a corresponding share of Class B Common Stock. The Class A Units of Opco (together with the corresponding share of Class B Common Stock) are exchangeable into shares of Class A Common Stock or cash, at NET Power's election, on a one-for-one basis and have no expiration date.
F6 For each Class B Unit of RONI Opco, the reporting person owned a corresponding Class B Ordinary Share. The Class B Units of RONI Opco were convertible into Class A Units of RONI Opco pursuant to the terms of the limited liability agreement of RONI Opco. The Class A Units of RONI Opco (together with the corresponding Class B Ordinary Shares) were exchangeable into Class A Ordinary Shares or cash, at RONI's election, after the time of RONI's initial business combination on a one-for-one basis and had no expiration date.
F7 For each Class B Unit of Opco, the reporting person owns a corresponding share of Class B Common Stock. The Class B Units of Opco are convertible into Class A Units of Opco pursuant to the terms of the limited liability agreement of Opco. The Class A Units of Opco (together with the corresponding shares of Class B Common Stock) are exchangeable into shares of Class A Common Stock or cash, at NET Power's election, on a one-for-one basis and have no expiration date.