Amended Statement of Beneficial Ownership (sc 13d/a)
20 5월 2023 - 5:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
____________________
| Global Clean Energy Holdings, Inc. |
| (Name of Issuer) |
| |
| Common Stock |
| (Title of Class of Securities) |
| |
| 378989206 |
| (CUSIP Number) |
| |
| ExxonMobil Renewables LLC |
| 22777 Springwoods Village Parkway |
| Spring, TX 77389 |
| |
with copies to:
Louis Goldberg
Davis Polk & Wardwell
LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
|
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| |
| May 19, 2023 |
| (Date of Event Which Requires Filing of This Statement) |
____________________
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 378989206
| 1 |
NAME OF REPORTING PERSON
ExxonMobil Renewables LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC (See Item 3) |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
16,020,366 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
16,020,366 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,020,366 (1) |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.5% (2) |
|
| 14 |
TYPE OF REPORTING PERSON
OO
|
|
| (1) | In
its capacity as the direct owner of (a) a warrant exercisable for 13,530,723 shares of common
stock (“Common Stock”) of Global Clean Energy Holdings, Inc. (the “Issuer”),
at an exercise price of $2.25 per share, exercisable immediately and (b) a warrant exercisable
for 2,489,643 shares of Common Stock of the Issuer, at an exercise price of $2.25 per share,
exercisable immediately. |
| (2) | All
calculations herein of the percentage of Common Stock beneficially owned are based on a total
of 42,350,027 shares of Common Stock issued and outstanding as of May 15, 2023, as reported
on the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by
the Issuer on May 15, 2023 (the “Form 10-Q”). |
CUSIP
No. 378989206
| 1 |
NAME
OF REPORTING PERSON
Exxon
Mobil Corporation |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY
|
|
| 4 |
SOURCE
OF FUNDS
WC
(See Item 3) |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
Jersey |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
22,520,366 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
22,520,366 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,520,366
(1)
|
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
(2) |
|
| 14 |
TYPE
OF REPORTING PERSON
CO |
|
| (1) | In
its capacity as indirect beneficial owner of (a) a warrant exercisable for 13,530,723 shares of Common Stock of the Issuer, directly
owned by ExxonMobil Renewables LLC, a wholly-owned subsidiary of Exxon Mobil Corporation, with an exercise price of $2.25 per share,
exercisable immediately, (b) a warrant exercisable for 2,489,643 shares of Common Stock of the Issuer, directly owned by ExxonMobil Renewables
LLC, a wholly-owned subsidiary of Exxon Mobil Corporation, with at an exercise price of $2.25 per share, exercisable immediately and
(c) a warrant exercisable for 6,500,000 shares of Common Stock, directly owned by ExxonMobil Renewables LLC, with an exercise price of
$2.25 per share, exercisable upon the earlier of (i) the date on which ExxonMobil Oil Corporation, another wholly-owned subsidiary of
Exxon Mobil Corporation, extends the term of its Product Off-Take Agreement, dated effective April 10, 2019 (as amended), entered into
between a subsidiary of the Issuer and ExxonMobil Oil Corporation, and (ii) a change of control or sale of the Issuer, or the dissolution
of the Issuer. The 6,500,000 shares of Common Stock underlying such warrant are only deemed beneficially owned by Exxon Mobil Corporation,
and not ExxonMobil Renewables LLC, because only Exxon Mobil Corporation, as the sole member of ExxonMobil Renewables LLC, has the power
to control the exercisability of such warrant at its option. |
| (2) | All
calculations herein of the percentage of Common Stock beneficially owned are based on a total of 42,350,027 shares of Common Stock issued
and outstanding as of May 15, 2023, as reported on the Form 10-Q. |
Introduction
This
Amendment No. 3 (the “Amendment”)
amends and supplements the Schedule 13D filed by the Reporting Persons on April 29, 2022 (the “Original Schedule 13D”,
as amended on August 9, 2022 (“Amendment No. 1”), as further amended on March 2,
2023 (“Amendment No. 2”) and, as further amended and supplemented by this Amendment,
the “Schedule 13D”). Except as specifically provided herein, this Amendment does
not modify any of the information previously reported on the Original Schedule 13D, Amendment No. 1 or Amendment No. 2. Capitalized terms
not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D. This Schedule 13D
relates to the shares of common stock (“Common Stock”) of Global Clean Energy Holdings,
Inc., a Delaware corporation (the “Issuer”), having its principal executive office
is 2790 Skypark Drive, Suite 105, Torrance, CA 90505.
Item
4. Purpose of Transaction
This
Amendment amends and supplements Item 4 of the Original Schedule 13D (as amended by Amendment No. 2) to add the following new paragraphs
at the end of Item 4:
By
letter dated May 15, 2023 (the “Letter”) sent on behalf of Bakersfield Renewable Fuels, LLC (as successor in interest
to GCE Holdings Acquisitions LLC) (“GCE”), GCE has asserted the existence of what it believes to be a Force Majeure
event under Section 12.1 of the Product Off-take Agreement, dated effective April 10, 2019, by and between GCE and ExxonMobil Oil Corporation
(“EMOC”) (as amended, the “POA”). The Letter further makes clear that GCE’s claimed Force
Majeure event, which is based on the Covid-19 pandemic, has existed for 365 consecutive days or more. Accordingly, based on GCE’s
stated positions set forth in the Letter, EMOC has, by letter to GCE dated May 19, 2023, exercised its right under Section 12.1 of the
POA to terminate the POA effective May 19, 2023.
EMOC
believes that GCE’s invocation of Force Majeure is disingenuous and a tactic to avoid EMOC’s prior notice of termination
of the POA effective as of July 1, 2023. Nevertheless, GCE’s clear assertion of Force Majeure based on the Covid-19 pandemic that
began in March 2020 gives EMOC the immediate right to terminate the POA as described above.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
This
Amendment amends and supplements Item 6 of the Original Schedule 13D (as amended by Amendment No. 1 and Amendment No. 2) to add the following
new paragraph to the end of Item 6:
The
information in Item 4 of this Schedule 13D is incorporated herein by reference.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
DATED:
May 19, 2023
| |
EXXONMOBIL
RENEWABLES LLC
By:
Exxon Mobil Corporation
Its:
Sole Member
|
| |
|
|
|
| |
|
|
|
| |
By: |
/s/
James R. Chapman |
| |
|
Name: |
James R. Chapman |
| |
|
Title: |
Vice President, Tax and Treasurer
of Exxon Mobil Corporation |
| |
|
|
|
| |
EXXON MOBIL CORPORATION |
| |
|
|
|
| |
|
|
|
| |
By: |
/s/
James R. Chapman |
| |
|
Name: |
James R. Chapman |
| |
|
Title: |
Vice President, Tax and Treasurer of Exxon Mobil Corporation |
| |
|
|
|
Global Clean Energy (QB) (USOTC:GCEH)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Global Clean Energy (QB) (USOTC:GCEH)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
