Clearway Energy, Inc. — Director's Dealing 2021

Apr 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Clearway Energy, Inc. (CWEN)
CIK: 0001567683
Period of Report: 2021-03-29

Reporting Person: Global Infrastructure Investors III, LLC (10% Owner)
Reporting Person: Global Infrastructure GP III, L.P. (10% Owner)
Reporting Person: GIP III Zephyr Acquisition Partners L.P. (10% Owner)
Reporting Person: Clearway Energy Group LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-29	Class C Common Stock	C	105000	—	Acquired	146809	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-29	Class D Units of Clearway Energy LLC	$	C	105000	Disposed		Class C Common Stock (105000)	Indirect

Footnotes

F1: Pursuant to an Amended and Restated Exchange Agreement, dated as of May 14, 2015, among Clearway Energy, Inc. (the "Issuer"), Clearway Energy LLC ("Clearway LLC") and other parties thereto (the "Exchange Agreement"), the Class D Units of Clearway LLC are exchangeable at any time for shares of Class C common stock of the Issuer ("Class C Common Stock") on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class D Units for shares of Class C Common Stock pursuant to the Exchange Agreement, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled.

F2: Reflects securities held directly by Clearway Energy Group LLC ("Clearway Energy Group"). Global Infrastructure Investors III, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP III, L.P. ("Global GP"), which is the general partner of GIP III Zephyr Acquisition Partners, L.P. ("GIP"), which is the sole member of Clearway Energy Group. As a result, Global Investors, Global GP, and GIP may be deemed to share beneficial ownership of the Issuer securities owned by Clearway Energy Group. Adebayo Ogunlesi, Jonathan Bram, William Brilliant, Matthew Harris, Michael McGhee, Rajaram Rao, William Woodburn, Salim Samaha and Robert O'Brien, as the voting members of the Investment Committee of Global Investors, may be deemed to share beneficial ownership of the Issuer securities beneficially owned by Global Investors. Such individuals expressly disclaim any such beneficial ownership.

F3: Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the securities reported herein for purposes of Section 16 or for any other purpose.