Sec Form 3 Filing - Cerberus Capital Management II, L.P. @ Eos Energy Enterprises, Inc. - 2024-06-21

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Cerberus Capital Management II, L.P.
2. Issuer Name and Ticker or Trading Symbol
Eos Energy Enterprises, Inc. [ EOSE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
875 THIRD AVENUE, 11TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/21/2024
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Series A-1 Non-Voting Non-Convertible Preferred Stock 59 I See Footnotes ( 1 ) ( 2 )
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
Warrant (right to buy) $ 0.01 06/21/2024 ( 3 ) Common Stock 43,276,194 ( 4 ) I See Footnotes ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cerberus Capital Management II, L.P.
875 THIRD AVENUE
11TH FLOOR
NEW YORK, NY10022
X X
CCM Denali Equity Holdings, LP
875 THIRD AVENUE
11TH FLOOR
NEW YORK, NY10022
X X
CCM Denali Equity Holdings GP, LLC
875 THIRD AVENUE
11TH FLOOR
NEW YORK, NY10022
X X
Signatures
CERBERUS CAPITAL MANAGEMENT II, L.P., /s/ Alexander D. Benjamin, Name: Alexander D. Benjamin, Title: Senior Managing Director and Chief Legal Officer 06/28/2024
Signature of Reporting Person Date
CCM DENALI EQUITY HOLDINGS, LP, By: CCM Denali Equity Holdings GP, LLC, its general partner, /s/ Alexander D. Benjamin, Name: Alexander D. Benjamin, Title: Manager 06/28/2024
Signature of Reporting Person Date
CCM DENALI EQUITY HOLDINGS GP, LLC, /s/ Alexander D. Benjamin, Name: Alexander D. Benjamin, Title: Manager 06/28/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities of Eos Energy Enterprises, Inc. (the "Issuer") reported herein are held directly by CCM Denali Equity Holdings, LP ("CCM Denali Equity"). CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Danali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity.
( 2 )Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
( 3 )The Warrant has a 10-year term.
( 4 )The Warrant is subject to certain beneficial ownership limitations on exercise described in the Warrant, the form of which was attached as Exhibit 10.3 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on June 24, 2024.

Remarks:
Nicholas P. Robinson, an employee of an affiliate of the Reporting Persons, is a director of Eos Energy Enterprises, Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputization of the Issuer.

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