Hammerhead Energy Form 4 Decarbonization Plus Acquisition Corp IV / Jane Kearns ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kearns Jane

(Last)

(First)

(Middle)

C/O DECARBONIZATION PLUS ACQ CORP IV

2744 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Decarbonization Plus Acquisition Corp IV [ DCRD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares, par value $0.0001 per share	⁽¹⁾	01/17/2023		J			22,853	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares, par value $0.0001 per share	22,853	⁽¹⁾⁽²⁾	18,698	D

Explanation of Responses:

1. The Class B Ordinary Shares are convertible into Class A Ordinary Shares of the Issuer's on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. The Reporting Persons' Class B Ordinary Shares are convertible into Class A Ordinary Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333- 254259).

2. Pursuant to the Letter Agreement, by and among the Reporting Person, the Issuer, Decarbonization Plus Acquisition Sponsor IV LLC, a Cayman Islands limited liability company and the other holders of Class B Ordinary Shares, dated September 25, 2022 (the "Letter Agreement"), the Reporting Person agreed to assign and transfer 55% of the Class B Ordinary Shares acquired by the Reporting Person in connection with the Issuer's initial public offering to Riverstone Global Energy and Power Fund V (Cayman), L.P. ("Fund V"), Riverstone V Investment Management Cooperatief U.A. or a wholly-owned subsidiary thereof prior to the closing of the proposed business combination between Hammerhead Resources Inc., an Alberta corporation and the Issuer. On January 17, 2023, pursuant to the Letter Agreement, the Reporting Person transferred 22,853 Class B Ordinary Shares to R5 HHR FS Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Fund V.

Remarks:

	Jane Kearns, /s/ Peter Haskopoulos, Attorney-in-fact	01/18/2023
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Hammerhead Energy Form 4Decarbonization Plus Acquisition Corp IV / Jane Kearns ownership change