• | each of our named executive officers; and |
• | all directors and executive officers as a group. |
The Company is the holding company and the sole managing member of Fluence Energy, LLC, its principal asset consists of common units of Fluence Energy, LLC (the “LLC Interests”). Each common unit (other than LLC Interests held by us) is redeemable from time to time at each holder’s option for, at our election (determined solely by our independent directors (within the meaning of the rules of the Nasdaq) who are disinterested), newly-issued shares of our Class A Common Stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the third amended and restated limited liability company agreement of Fluence Energy, LLC (the “Fluence Energy LLC Agreement”); provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the Nasdaq) who are disinterested), we may effect a direct exchange by Fluence Energy, Inc. of such Class A Common Stock or such cash, as applicable, for such LLC Interests. The Founders (which refers collectively to holders of LLC Interests (other than us) and our Class B-1 Common Stock, including AES Grid Stability and its respective subsidiaries) may, subject to certain exceptions, exercise such redemption right for as long as their LLC Interests remain outstanding. See “Certain Relationships and Related Party Transactions—Fluence Energy LLC Agreement” in our definitive proxy statement on Schedule 14A relating to our 2022 annual meeting of stockholders, filed with the SEC on January 28, 2022 (the “Annual Meeting Proxy Statement”) for more information regarding the Fluence Energy LLC Agreement.
In connection with our initial public offering, we issued to the Founders, for nominal consideration, one share of Class B-1 Common Stock for each common unit of Fluence Energy, LLC such Founder then owned, respectively. On June 30, 2022, Siemens Industry exercised its redemption right pursuant to the terms of the LLC Agreement with respect to its entire holding of 58,586,695 LLC Interests of Fluence Energy, LLC, together with the corresponding cancellation of an equivalent number of shares of Class B-1 Common Stock of Fluence Energy, Inc., par value $0.00001 per share (the “Redemption”). The Company elected to settle the Redemption through the issuance of 58,586,695 shares of the Company’s Class A Common Stock (the “Shares”). The Redemption settled on July 7, 2022. Siemens Industry effected an internal transfer of its interest in the Shares to Siemens AG at the time of Redemption. On September 29, 2022, Siemens AG effected an internal transfer of its interest in 18,848,631 Shares to Siemens Pension-Trust E.V. (“SPT”). As of the Record Date, Siemens AG is the record owner of 39,738,064 shares of Class A Common Stock and SPT is the record owner of 18,848,631 shares of Class A Common Stock. Siemens AG is an affiliate of SPT and may be deemed to share beneficial ownership of the shares held of record by SPT. As a result, the number of shares of Class B-1 Common Stock listed in the table below correlates solely to the number of LLC Interests owned by AES Grid Stability.
The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, or other rights, including the redemption right described above with respect to each common unit, held by such person that are currently exercisable or will become exercisable within 60 days of November 17, 2022, if any, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.
The percentage of shares beneficially owned is computed on the basis of 115,253,542 shares of our Class A Common Stock and 58,586,695 shares of our Class B-1 Common Stock outstanding as of The Record Date. No shares of Class B-2 Common Stock were outstanding as of the Record Date. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.