Sec Form 3 Filing - ECP ControlCo, LLC @ SHENANDOAH TELECOMMUNICATIONS CO/VA/ - 2024-07-15

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
ECP ControlCo, LLC
2. Issuer Name and Ticker or Trading Symbol
SHENANDOAH TELECOMMUNICATIONS CO/VA/ [ SHEN]
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)
40 BEECHWOOD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
07/15/2024
(Street)
SUMMIT,, NJ07901
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 2,452,384 I See footnote ( 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
Series A Preferred Stock $ 24.5 ( 3 ) ( 3 ) Common Stock 3,363,187 I See footnote ( 4 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ECP ControlCo, LLC
40 BEECHWOOD ROAD
SUMMIT,, NJ07901
X
Energy Capital Partners IV, LLC
40 BEECHWOOD ROAD
SUMMIT,, NJ07901
X
Energy Capital Partners GP IV, LP
40 BEECHWOOD ROAD
SUMMIT,, NJ07901
X
ENERGY CAPITAL PARTNERS IV-A, LP
40 BEECHWOOD ROAD
SUMMIT,, NJ07901
X
ENERGY CAPITAL PARTNERS IV-B, LP
40 BEECHWOOD ROAD
SUMMIT,, NJ07901
X
ENERGY CAPITAL PARTNERS IV-C, LP
40 BEECHWOOD ROAD
SUMMIT,, NJ07901
X
ENERGY CAPITAL PARTNERS IV-D, LP
40 BEECHWOOD ROAD
SUMMIT,, NJ07901
X
Energy Capital Partners IV-B (Hill City IP), LP
40 BEECHWOOD ROAD
SUMMIT,, NJ07901
X
Signatures
ECP ControlCo, LLC, By: /s/ Christopher M. Leininger, Partner and General Counsel 08/01/2024
Signature of Reporting Person Date
Energy Capital Partners IV, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger, Partner and General Counsel 08/01/2024
Signature of Reporting Person Date
Energy Capital Partners GP IV, LP, By: Energy Capital Partners IV, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger, Partner and General Counsel 08/01/2024
Signature of Reporting Person Date
Energy Capital Partners IV-A, LP, By Energy Capital Partners GP IV, LP, its general partner, By Energy Capital Partners IV, LLC, its general partner, By ECP ControlCo, LLC, its managing member, By /s/ Christopher M. Leininger, Partner and General Counsel 08/01/2024
Signature of Reporting Person Date
Energy Capital Partners IV-B, LP, By Energy Capital Partners GP IV, LP, its general partner, By Energy Capital Partners IV, LLC, its general partner, By ECP ControlCo, LLC, its managing member, By /s/ Christopher M. Leininger, Partner and General Counsel 08/01/2024
Signature of Reporting Person Date
Energy Capital Partners IV-C, LP, By Energy Capital Partners GP IV, LP, its general partner, By Energy Capital Partners IV, LLC, its general partner, By ECP ControlCo, LLC, its managing member, By /s/ Christopher M. Leininger, Partner and General Counsel 08/01/2024
Signature of Reporting Person Date
Energy Capital Partners IV-D, LP, By: Energy Capital Partners GP IV, LP, its GP, By: Energy Capital Partners IV, LLC, its GP, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger, Partner and General Counsel 08/01/2024
Signature of Reporting Person Date
Energy Capital Partners IV-B (Hill City IP), LP, By Energy Capital Partners IV-B, LP, By Energy Capital Partners GP IV, LP, By Energy Capital Partners IV, LLC, By ECP ControlCo, LLC, By /s/ Christopher M. Leininger, Partner and General Counsel 08/01/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are held of record by Hill City Holdings, LP ("Hill City"). ECP ControlCo, LLC is the managing member of Energy Capital Partners IV, LLC, which is the general partner of Energy Capital Partners GP IV, LP, which is the general partner of each of (i) Energy Capital Partners IV-A, LP, (ii) Energy Capital Partners IV-B, LP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP (the "Funds"). Energy Capital Partners GP IV, LP is also the general partner of Energy Capital Partners IV-B (Hill City IP), LP ("Hill City IP"). Each of (i) Energy Capital Partners IV-A, LP, (ii) Hill City IP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP are the members of Hill City Holdings GP, LLC, which is the general partner of Hill City.
( 2 )The managing members of ECP ControlCo, LLC are Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D'Argenio all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo, LLC. As a result of these relationships, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities held of record by Hill City and ECP Fiber Holdings, LP (the "ECP Investor"). Each such entity and individual disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein.
( 3 )The Series A Participating Exchangeable Perpetual Preferred Stock (the "Series A Preferred Stock") is presently exchangeable and has no expiration date.
( 4 )The securities are held of record by the ECP Investor. The Funds are the members of ECP Fiber Holdings GP, LLC, which is the general partner of the ECP Investor.

Remarks:
Due to filing limitations of the electronic filing system, each of ECP Fiber Holdings GP, LLC, ECP Fiber Holdings, LP, Hill City Holdings GP, LLC and Hill City Holdings, LP are filing a separate Form 3.

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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