Sec Form 3 Filing - Japan NuScale Innovation, LLC @ NUSCALE POWER Corp - 2022-11-03

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
Japan NuScale Innovation, LLC
2. Issuer Name and Ticker or Trading Symbol
NUSCALE POWER Corp [ SMR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3151 BRIARPARK DRIVE, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2022
(Street)
HOUSTON,, TX77042
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
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
Paired Interests( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 19,285,070 D( 1 )( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Japan NuScale Innovation, LLC
3151 BRIARPARK DRIVE, SUITE 400
HOUSTON,, TX77042
X
Japan Bank for International Cooperation
4-1, OHTEMACHI 1-CHOME, CHIYODA-KU
TOKYO, M0100-8144
X
JGC Holdings Corp
2 CHOME-3-1 MINATOMIRAI, NISHI WARD
YOKOHAMA, KANAGAWA, M0220-6001
X
JGC America, Inc.
3151 BRIARPARK DRIVE, SUITE 400
HOUSTON,, TX77042
X
IHI Corp
TOYOSU IHIBLDG1-1 TOYOSU 3-CHOME KOTO-KU
TOKYO, M0135-8710
X
IHI Americas Inc.
1251 AVENUE OF THE AMERICAS, SUITE 750
NEW YORK,, NY10020
X
Signatures
JAPAN NUSCALE INNOVATION, LLC /s/ Yasuharu Kimura Name: Yasuharu Kimura Title: Chairperson of the Board 11/10/2022
Signature of Reporting Person Date
JAPAN BANK FOR INTERNATIONAL COOPERATION /s/ Kentaro Morita Name: Kentaro Morita Title: Managing Executive Officer, Global Head of Equity Finance Group 11/10/2022
Signature of Reporting Person Date
JGC HOLDINGS CORPORATION /s/ Tadashi Ishizuka Name: Tadashi Ishizuka Title: Representative Director, President and Chief Operating Officer 11/10/2022
Signature of Reporting Person Date
JGC AMERICA, INC. /s/ Christopher Kentaro Jones Name: Christopher Kentaro Jones Title: President, Director 11/10/2022
Signature of Reporting Person Date
IHI CORPORATION /s/ Hiroyuki Ogata Name: Hiroyuki Ogata Title: General Manager of Nuclear Energy Business Unit 11/10/2022
Signature of Reporting Person Date
IHI AMERICAS INC. /s/ Toshimichi Anzai Name: Toshimichi Anzai Title: President and Chief Executive Officer 11/10/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is being filed jointly by Japan NuScale Innovation, LLC ("JNI"), Japan Bank for International Cooperation ("JBIC"), JGC Holdings Corporation ("JGC"), JGC America, Inc. ("JGC America"), a wholly owned subsidiary of JGC, IHI Corporation ("IHI"), and IHI Americas Inc. ("IHI America"), a wholly owned subsidiary of IHI, as a group beneficially owning more than 10% of Class A Common Stock, by virtue of certain voting arrangements with Fluor Enterprises, Inc. ("Fluor").
( 2 )The term "Paired Interests" is used herein to refer to the economic, non-voting Class B Units of NuScale Power, LLC ("Class B Units") and an equal number of paired shares of non-economic, voting Class B Common Stock of the Issuer ("Class B Common Stock"). Pursuant to and subject to the applicable terms and conditions of the limited liability company agreement of NuScale Power, LLC and the certificate of incorporation of the Issuer (each as amended from time to time): (a) the holder of Class B Units has the right, and in certain circumstances the obligation, to exchange a Class B Unit on a one-for-one basis (subject to adjustment from time to time) for, at the option of the Issuer, (i) a share of Class A Common Stock of the Issuer or (ii) an equivalent value of cash in limited circumstances; and (b) upon such an exchange, the Issuer will cancel and retire, for no consideration, the paired share of Class B Common Stock.
( 3 )The securities are held of record by JNI. JBIC, JGC America, and IHI America are members of JNI. JBIC, JGC (through JGC America), JGC America, IHI (through IHI America), and IHI America may be deemed to have shared voting and investment power with respect to the shares held by JNI. Each of these reporting persons other than JNI disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:
This Form 3 is being filed due to JNI and JBIC being deemed to be members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with Fluor by virtue of that certain letter agreement regarding Board and Management Rights, dated April 4, 2022 (the "Voting Agreement"), which such "group" beneficially owns Paired Interests that can be exchanged, in the aggregate, for more than 10% of the outstanding shares of Class A Common Stock. For purposes of Section 16 of the Securities Exchange Act of 1934, the Voting Agreement does not confer any pecuniary interest in the Paired Interests of Fluor to JNI or JBIC, and therefore this Form 3 does not report such Paired Interests of Fluor.

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