Sec Form 4 Filing - Japan Bank for International Cooperation @ NUSCALE POWER Corp - 2024-11-25

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
Japan Bank for International Cooperation
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)
4-1, OHTEMACHI 1-CHOME, CHIYODA-KU
3. Date of Earliest Transaction (MM/DD/YY)
11/25/2024
(Street)
TOKYO, M0100-8144
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
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 ( 1 ) ( 2 ) ( 3 ) ( 3 ) 11/25/2024 S 5,014,118 ( 1 ) ( 2 ) ( 3 ) ( 3 ) Class A Common Stock 5,014,118 ( 3 ) ( 1 ) ( 2 ) 19,285,070 ( 4 ) ( 5 ) I ( 1 ) ( 2 )< /a> ( 4 ) See Footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Japan Bank for International Cooperation
4-1, OHTEMACHI 1-CHOME, CHIYODA-KU
TOKYO, M0100-8144
X
Signatures
JAPAN BANK FOR INTERNATIONAL COOPERATION /s/ Yasuaki Yoneyama Name: Yasuaki Yoneyama Title: Managing Executive Officer, Global Head of Equity Finance Group 11/27/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This report is being filed by Japan Bank for International Cooperation ("JBIC") in connection with its sale to Chubu Global Investment Americas Inc. ("Chubu Americas"), a wholly owned subsidiary of Chubu Electric Power Co., Inc. ("Chubu"), of units of membership interests in Japan NuScale Innovation, LLC ("JNI") ("JNI Units") on November 25, 2024, representing JBIC's indirect interest through JNI in 5,014,118 Paired Interests (as defined below) for an aggregate purchase price of $54,804,309.74. JBIC and JNI are members of a group (the "Group") for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that beneficially owns certain Paired Interests.
( 2 )The Group also includes: (i) JGC Holdings Corporation ("JGC"), JGC America, Inc. ("JGC America"), a wholly owned subsidiary of JGC, IHI Corporation ("IHI"), IHI Americas Inc. ("IHI America"), a wholly owned subsidiary of IHI, and, after giving effect to the transaction reported hereby, Chubu Americas and Chubu, in each case, by virtue of such entity's direct or indirect ownership of JNI Units; and (ii) Fluor Enterprises, Inc. ("Fluor"), by virtue of certain voting arrangements by and among Fluor, JNI, JBIC and NuScale Power, LLC. JBIC understands that Chubu Americas and Chubu will file a separate Form 3, and that thereafter they may file any required reports under Section 16 either separately or jointly with other members of the Group.
( 3 )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) a 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.
( 4 )The Paired Interests reported in column 9 hereunder are held of record by JNI and do not include Paired Interests held by Fluor, in which none of the Group members other than Fluor has a pecuniary interest. JBIC and the other Group members may be deemed to have shared voting and investment power with respect to the Paired Interests held by JNI.
( 5 )The transaction reported hereby does not change the total amount of Paired Interests held by JNI and beneficially owned by the Group. Such amount continues to include the 5,014,118 Paired Interests corresponding to the JNI Units sold by JBIC to Chubu Americas, as a result of which sale Chubu Americas and Chubu may be deemed to have become members of the Group. JBIC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that JBIC or any person referenced herein is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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