Sec Form 3 Filing - Banpu Public Co Limited/ADR @ BKV Corp - 2024-09-25

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
Banpu Public Co Limited/ADR
2. Issuer Name and Ticker or Trading Symbol
BKV Corp [ BKV]
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)
1200 17TH STREET, SUITE 2100
3. Date of Earliest Transaction (MM/DD/YY)
09/25/2024
(Street)
DENVER, CO80202
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
Common Stock 63,877,614 I See footnote ( 1 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Banpu Public Co Limited/ADR
1200 17TH STREET, SUITE 2100
DENVER, CO80202
X X
BOG CO., LTD.
1200 17TH STREET, SUITE 2100
DENVER, CO80202
X X
Banpu North America Corp.
1200 17TH STREET, SUITE 2100
DENVER, CO80202
X X
Signatures
/s/ Kathleen Lenox, attorney-in-fact for Banpu Public Company Limited 09/25/2024
Signature of Reporting Person Date
/s/ Kathleen Lenox, attorney-in-fact for BOG Co., Ltd. 09/25/2024
Signature of Reporting Person Date
/s/ Kathleen Lenox, attorney-in-fact for Banpu North America Corporation 09/25/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is being filed jointly by Banpu Public Company Limited ("BPCL"), BOG Co., Ltd. ("BOG") and Banpu North America Corporation ("BNAC"). BNAC is a wholly owned subsidiary of BOG, which is a wholly owned subsidiary of BPCL. These securities are owned directly by BNAC and indirectly by BOG and BPCL.

Remarks:
Pursuant to a stockholders' agreement between BNAC and BKV Corporation (the "Issuer"), to be entered into upon the completion of an initial public offering of the Issuer, for so long as BNAC and BPCL beneficially own 10% or more of the Issuer's voting stock, BNAC will have the right to designate for nomination to the board of directors of the Issuer a number of individuals approximately proportionate to such beneficial ownership, subject to certain limitations set forth in such stockholders' agreement. Therefore, each of the Reporting Persons may be deemed to be a director by deputization. Exhibit List: Exhibit 24.1 - Power of Attorney for Banpu Public Company Limited; Exhibit 24.2 - Power of Attorney for BOG Co., Ltd.; Exhibit 24.3 - Power of Attorney for Banpu North America Corporation.

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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