Sec Form 4 Filing - Lagasse Justin @ Avangrid, Inc. - 2024-12-23

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Lagasse Justin
2. Issuer Name and Ticker or Trading Symbol
Avangrid, Inc. [ AGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O AVANGRID, INC., 162 CANCO ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/23/2024
(Street)
PORTLAND, ME04103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 12/23/2024 D 1,942 ( 1 ) D $ 35.75 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Performance Stock Units ( 2 ) 12/23/2024 D 1,428 ( 3 ) ( 3 ) Common Stock 1,428 $ 0 0 D
Performance Stock Units ( 2 ) 12/23/2024 D 35,296 ( 4 ) ( 4 ) Common Stock 35,296 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lagasse Justin
C/O AVANGRID, INC.
162 CANCO ROAD
PORTLAND, ME04103
See Remarks
Signatures
/s/ Elizabeth K. Riotte by Power of Attorney 12/23/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 17, 2024, by and among the Issuer, Iberdrola, S.A., and Arizona Merger Sub, Inc., pursuant to which Arizona Merger Sub, Inc. merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of Iberdrola, S.A. in exchange for $35.75 (the per share merger consideration set forth in the Merger Agreement).
( 2 )Each performance stock unit represents one contingent right to receive one share of common stock.
( 3 )These performance stock units, which provided for vesting and delivery in three equal installments based on the achievement of certain performance objectives on or before June 30, 2023, March 31, 2024 and March 31, 2025, were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment on or before March 31, 2025 equal to $35.75 multiplied by the number performance stock units.
( 4 )These performance stock units, which provided for vesting and delivery in three equal installments based on the achievement of certain performance objectives on or before March 31, 2026, March 1, 2027 and February 28, 2028, were cancelled pursuant to the Merger Agreement in exchange for performance units that will vest and be settled in cash as follows: (a) the first installment will vest on March 31, 2026 and be paid by May 1, 2026, (b) the second installment will vest on March 1, 2027 and be paid by April 2, 2027, and (c) the third installment will vest on February 28, 2028 and be paid by March 31, 2028. Each cash installment payment will be equal to $35.75 multiplied by the number of performance units the reporting person actually earns based on the level of achievement of the performance goals.

Remarks:
Senior Vice President - Chief Financial Officer and Controller

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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