Filing Details

Accession Number:
0001193125-22-041986
Form Type:
13G Filing
Publication Date:
2022-02-13 19:00:00
Filed By:
First Reserve Sustainable Growth Sponsor Llc
Company:
First Reserve Sustainable Growth Corp.
Filing Date:
2022-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
First Reserve Sustainable Growth Sponsor 0 5,560,989 0 5,560,989 5,560,989 20.0%
FRSGC Management Company 0 5,560,989 0 5,560,989 5,560,989 20.0%
Alex T. Krueger 0 5,560,989 0 5,560,989 5,560,989 20.0%
Neil A. Wizel 0 5,560,989 0 5,560,989 5,560,989 20.0%
Gary D. Reaves 0 5,560,989 0 5,560,989 5,560,989 20.0%
Filing

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

First Reserve Sustainable Growth Corp.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

336169107

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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. 336169107

 

  1    

  Name of Reporting Persons

 

  First Reserve Sustainable Growth Sponsor LLC

  2  

  Check the Appropriate Box if a Member of a Group

 

  (a)  ☐        (b)  ☐

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

     5     

  Sole Voting Power

 

  0

     6   

  Shared Voting Power

 

  5,560,989 (1)

     7   

  Sole Dispositive Power

 

  0

     8   

  Shared Dispositive Power

 

  5,560,989 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  5,560,989 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  20.0% (3)

12  

  Type of Reporting Person

 

  OO (Delaware limited liability company)

 

(1)

The shares reported above are shares of the Issuers Class B common stock that are convertible into shares of the Issuers Class A common stock and have no expiration date, as described under the heading Description of SecuritiesFounder Shares in Amendment No. 2 to the Issuers registration statement on Form S-1 (File No. 333-252717).

(2)

Does not include 5,132,527 shares of the Issuers Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

1


CUSIP No. 336169107

 

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 27,804,944 shares of the Issuers common stock outstanding as of November 22, 2021, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 22, 2021.

 

2


CUSIP No. 336169107

 

  1    

  Name of Reporting Persons

 

  FRSGC Management Company LLC

  2  

  Check the Appropriate Box if a Member of a Group

 

  (a)  ☐        (b)  ☐

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

     5    

  Sole Voting Power

 

  0

     6  

  Shared Voting Power

 

  5,560,989 (1)

     7  

  Sole Dispositive Power

 

  0

     8  

  Shared Dispositive Power

 

  5,560,989 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  5,560,989 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  20.0% (3)

12  

  Type of Reporting Person

 

  OO (Delaware limited liability company)

 

(1)

The shares reported above are shares of the Issuers Class B common stock that are convertible into shares of the Issuers Class A common stock and have no expiration date, as described under the heading Description of SecuritiesFounder Shares in Amendment No. 2 to the Issuers registration statement on Form S-1 (File No. 333-252717).

(2)

Does not include 5,132,527 shares of the Issuers Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

3


CUSIP No. 336169107

 

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 27,804,944 shares of the Issuers common stock outstanding as of November 22, 2021, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 22, 2021.

 

4


CUSIP No. 336169107

 

  1    

  Name of Reporting Persons

 

  Alex T. Krueger

  2  

  Check the Appropriate Box if a Member of a Group

 

  (a)  ☐        (b)  ☐

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

     5    

  Sole Voting Power

 

  0

     6  

  Shared Voting Power

 

  5,560,989 (1)

     7  

  Sole Dispositive Power

 

  0

     8  

  Shared Dispositive Power

 

  5,560,989 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  5,560,989 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  20.0% (3)

12  

  Type of Reporting Person

 

  IN

 

(1)

The shares reported above are shares of the Issuers Class B common stock that are convertible into shares of the Issuers Class A common stock and have no expiration date, as described under the heading Description of SecuritiesFounder Shares in Amendment No. 2 to the Issuers registration statement on Form S-1 (File No. 333-252717).

(2)

Does not include 5,132,527 shares of the Issuers Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

1


CUSIP No. 336169107

 

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 27,804,944 shares of the Issuers common stock outstanding as of November 22, 2021, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 22, 2021.

 

2


CUSIP No. 336169107

 

  1    

  Name of Reporting Persons

 

  Neil A. Wizel

  2  

  Check the Appropriate Box if a Member of a Group

 

  (a)  ☐        (b)  ☐

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

     5    

  Sole Voting Power

 

  0

     6  

  Shared Voting Power

 

  5,560,989 (1)

     7  

  Sole Dispositive Power

 

  0

     8  

  Shared Dispositive Power

 

  5,560,989 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  5,560,989 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  20.0% (3)

12  

  Type of Reporting Person

 

  IN

 

(1)

The shares reported above are shares of the Issuers Class B common stock that are convertible into shares of the Issuers Class A common stock and have no expiration date, as described under the heading Description of SecuritiesFounder Shares in Amendment No. 2 to the Issuers registration statement on Form S-1 (File No. 333-252717).

(2)

Does not include 5,132,527 shares of the Issuers Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

3


CUSIP No. 336169107

 

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 27,804,944 shares of the Issuers common stock outstanding as of November 22, 2021, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 22, 2021.

 

4


CUSIP No. 336169107

 

  1    

  Name of Reporting Persons

 

  Gary D. Reaves

  2  

  Check the Appropriate Box if a Member of a Group

 

  (a)  ☐         (b)  ☐

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

     5    

  Sole Voting Power

 

  0

     6  

  Shared Voting Power

 

  5,560,989 (1)

     7  

  Sole Dispositive Power

 

  0

     8  

  Shared Dispositive Power

 

  5,560,989 (1)

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  5,560,989 (1)

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☒ (2)

11  

  Percent of Class Represented by Amount in Row 9

 

  20.0% (3)

12  

  Type of Reporting Person

 

  IN

 

(1)

The shares reported above are shares of the Issuers Class B common stock that are convertible into shares of the Issuers Class A common stock and have no expiration date, as described under the heading Description of SecuritiesFounder Shares in Amendment No. 2 to the Issuers registration statement on Form S-1 (File No. 333-252717).

(2)

Does not include 5,132,527 shares of the Issuers Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

1


CUSIP No. 336169107

 

(3)

The percentage set forth in Row 11 of this Cover Page is based on the 27,804,944 shares of the Issuers common stock outstanding as of November 22, 2021, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 22, 2021.

 

2


Item 1.   
(a)    Name of Issuer:
  

First Reserve Sustainable Growth Corp. (the Issuer)

(b)    Address of Issuers Principal Executive Offices:
   262 Harbor Drive, Third Floor
  

Stamford, CT 06902

Item 2.   
(a)    Name of Person Filing:
   Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
   First Reserve Sustainable Growth Sponsor LLC (the Sponsor)
   FRSGC Management Company LLC (the Manager)
   Alex T. Krueger
   Neil A. Wizel
  

Gary D. Reaves

(b)    Address or Principal Business Office:
  

The address of each of the Reporting Persons is c/o First Reserve Sustainable Growth Sponsor LLC, 262 Harbor Drive, Third Floor, Stamford, CT 06902.

(c)    Citizenship of each Reporting Person is:
  

Both the Sponsor and the Manager are organized in the State of Delaware. Alex T. Krueger, Neil A. Wizel and Gary D. Reaves are each citizens of the United States.

(d)    Title of Class of Securities:
  

Class A Common Stock, par value $0.0001 per share (Class A Common Stock).

(e)    CUSIP Number:
  

336169107

Item 3.   
   Not applicable.
Item 4.    Ownership.
   (a)-(c)
  

The ownership information presented below represents beneficial ownership of shares of Class A Common Stock of the Issuer as of December 31, 2021, based upon 27,804,944 shares of Class A Common Stock outstanding as of November 22, 2021 and assumes the conversion of the Class B Common Stock, par value $0.0001 per share (Class B Common Stock) of the Issuer held by the Reporting Persons into shares of Class A Common Stock on a one-to-one basis.

 

3


Reporting Person

   Amount
beneficially
owned
     Percent
of class:
    Sole
power to
vote or
to direct
the vote:
     Shared
power to
vote or to
direct the
vote:
     Sole power
to dispose
or to
direct the
disposition
of:
     Shared
power to
dispose or
to direct the
disposition
of:
 

First Reserve Sustainable Growth Sponsor LLC

     5,560,989        20.0     0        5,560,989        0        5,560,989  

FRSGC Management Company LLC

     5,560,989        20.0     0        5,560,989        0        5,560,989  

Alex T. Krueger

     5,560,989        20.0     0        5,560,989        0        5,560,989  

Neil A. Wizel

     5,560,989        20.0     0        5,560,989        0        5,560,989  

Gary D. Reaves

     5,560,989        20.0     0        5,560,989        0        5,560,989  

 

  

The Sponsor is the record holder of 5,560,989 shares of Class B Common Stock. The Manager is the sole managing member of the Sponsor. Alex T. Krueger, Neil A. Wizel and Gary D. Reaves are managers of the Manager and share voting and investment discretion with respect to the shares held of record by the Sponsor. As a result, each of these persons and entities may be deemed to share beneficial ownership of the shares held by Sponsor. Each such person or entity disclaims any such beneficial ownership.

Item 5.    Ownership of Five Percent or Less of a Class.
   Not applicable.
Item 6.    Ownership of More than Five Percent on Behalf of Another Person.
   Not applicable.
Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
   Not applicable.
Item 8.    Identification and Classification of Members of the Group.
   Not applicable.
Item 9.    Notice of Dissolution of Group.
   Not applicable.
Item 10.    Certification.
   Not applicable.

 

4


SIGNATURE

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.

 

Date: February 14, 2022     FIRST RESERVE SUSTAINABLE GROWTH SPONSOR LLC
    By: FRSGC Management Company LLC, its sole member
    By:  

/s/ Neil A. Wizel

    Name:   Neil A. Wizel
    Title:   Manager
    FRSGC MANAGEMENT COMPANY LLC
    By:  

/s/ Neil A. Wizel

    Name:   Neil A. Wizel
    Title:   Manager
   

/s/ Alex T. Krueger

    Alex T. Krueger
   

/s/ Neil A. Wizel

    Neil A. Wizel
   

/s/ Gary D. Reaves

    Gary D. Reaves

 

5


LIST OF EXHIBITS

 

Exhibit No.   

Description

99    Joint Filing Agreement

 

 

6