SC 13G 1 sc13g0120ngpswitch_sbenergy.htm SCHEDULE 13G

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. __)*

 

Switchback Energy Acquisition Corporation

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)

 

87105M 102
(CUSIP Number)

 

December 31, 2019
(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 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 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. 87105M 10213GPage 2 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

NGP Switchback, 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

 

7,772,941 (1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,772,941 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,772,941 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☒ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8% (3)

12

TYPE OF REPORTING PERSON

 

OO (Limited Liability Company)

 

(1)The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-232501).

 

(2)Does not include 5,521,568 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

(3)The percentage set forth in Row 11 of this Cover Page is based on the 39,264,704 shares of the Issuer’s common stock outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

 

 

CUSIP No. 87105M 10213GPage 3 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

Scott K. McNeill

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

 

7,772,941 (1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,772,941 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,772,941 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☒ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8% (3)

12

TYPE OF REPORTING PERSON

 

IN

 

(1)The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-232501).

 

(2)Does not include 5,521,568 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

(3)The percentage set forth in Row 11 of this Cover Page is based on the 39,264,704 shares of the Issuer’s common stock outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

 

 

CUSIP No. 87105M 10213GPage 4 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

James E. Mutrie

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

 

7,772,941 (1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,772,941 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,772,941 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☒ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8% (3)

12

TYPE OF REPORTING PERSON

 

IN

 

(1)The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-232501).

 

(2)Does not include 5,521,568 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

(3)The percentage set forth in Row 11 of this Cover Page is based on the 39,264,704 shares of the Issuer’s common stock outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

 

 

CUSIP No. 87105M 10213GPage 5 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

Christopher G. Carter

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

 

7,772,941 (1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,772,941 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,772,941 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☒ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8% (3)

12

TYPE OF REPORTING PERSON

 

IN

 

(1)The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-232501).

 

(2)Does not include 5,521,568 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

(3)The percentage set forth in Row 11 of this Cover Page is based on the 39,264,704 shares of the Issuer’s common stock outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

 

 

CUSIP No. 87105M 10213GPage 6 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

Scott Gieselman

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

 

7,772,941 (1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,772,941 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,772,941 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☒ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8% (3)

12

TYPE OF REPORTING PERSON

 

IN

 

(1)The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-232501).

 

(2)Does not include 5,521,568 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

(3)The percentage set forth in Row 11 of this Cover Page is based on the 39,264,704 shares of the Issuer’s common stock outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

 

 

CUSIP No. 87105M 10213GPage 7 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

Sam Stoutner

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

 

7,772,941 (1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,772,941 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,772,941 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☒ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8% (3)

12

TYPE OF REPORTING PERSON

 

IN

 

(1)The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-232501).

 

(2)Does not include 5,521,568 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

(3)The percentage set forth in Row 11 of this Cover Page is based on the 39,264,704 shares of the Issuer’s common stock outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

 

 

CUSIP No. 87105M 10213GPage 8 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

NGP XII US Holdings, L.P.

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

 

7,772,941 (1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,772,941 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,772,941 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☒ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8% (3)

12

TYPE OF REPORTING PERSON

 

PN (Limited Partnership)

 

(1)The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-232501).

 

(2)Does not include 5,521,568 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

(3)The percentage set forth in Row 11 of this Cover Page is based on the 39,264,704 shares of the Issuer’s common stock outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

 

 

CUSIP No. 87105M 10213GPage 9 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

NGP XII Holdings GP, L.L.C.

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

 

7,772,941 (1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,772,941 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,772,941 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☒ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8% (3)

12

TYPE OF REPORTING PERSON

 

OO (Limited Liability Company)

 

(1)The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-232501).

 

(2)Does not include 5,521,568 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

(3)The percentage set forth in Row 11 of this Cover Page is based on the 39,264,704 shares of the Issuer’s common stock outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

 

 

CUSIP No. 87105M 10213GPage 10 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

NGP Natural Resources XII, L.P.

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

 

7,772,941 (1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,772,941 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,772,941 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☒ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8% (3)

12

TYPE OF REPORTING PERSON

 

PN (Limited Partnership)

 

(1)The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-232501).

 

(2)Does not include 5,521,568 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

(3)The percentage set forth in Row 11 of this Cover Page is based on the 39,264,704 shares of the Issuer’s common stock outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

 

 

CUSIP No. 87105M 10213GPage 11 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

G.F.W. Energy XII, L.P.

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

 

7,772,941 (1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,772,941 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,772,941 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☒ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8% (3)

12

TYPE OF REPORTING PERSON

 

PN (Limited Partnership)

 

(1)The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-232501).

 

(2)Does not include 5,521,568 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

(3)The percentage set forth in Row 11 of this Cover Page is based on the 39,264,704 shares of the Issuer’s common stock outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

 

 

CUSIP No. 87105M 10213GPage 12 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

GFW XII, L.L.C.

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

 

7,772,941 (1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,772,941 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,772,941 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☒ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8% (3)

12

TYPE OF REPORTING PERSON

 

OO (Limited Liability Company)

 

(1)The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-232501).

 

(2)Does not include 5,521,568 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

(3)The percentage set forth in Row 11 of this Cover Page is based on the 39,264,704 shares of the Issuer’s common stock outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

 

 

CUSIP No. 87105M 10213GPage 13 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

NGP Energy Capital Management, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a): ☐

(b): ☒

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

7,772,941 (1)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,772,941 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,772,941 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☒ (2)

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8% (3)

12

TYPE OF REPORTING PERSON

 

OO (Limited Liability Company)

 

(1)The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-232501).

 

(2)Does not include 5,521,568 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

 

(3)The percentage set forth in Row 11 of this Cover Page is based on the 39,264,704 shares of the Issuer’s common stock outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

 

 

CUSIP No. 87105M 10213GPage 14 of 18 Pages

 

Item 1(a).  NAME OF ISSUER

 

Switchback Energy Acquisition Corporation (the “Issuer”)

 

Item 1(b).  ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

5949 Sherry Lane, Suite 1010, Dallas, TX 75225

 

Item 2(a).  NAME OF PERSON FILING

 

This Schedule 13G is being jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1, by the following entities and persons, all of whom are together referred to herein as the “Reporting Persons”:

 

(i)NGP Switchback, LLC, a Delaware limited liability company;

 

(ii)Scott K. McNeill;

 

(iii)James E. Mutrie;

 

(iv)Christopher G. Carter;

 

(v)Scott Gieselman;

 

(vi)Sam Stoutner;

 

(vii)NGP XII US Holdings, L.P., a Delaware limited partnership;

 

(viii)NGP XII Holdings GP, L.L.C., a Delaware limited liability company;

 

(ix)NGP Natural Resources XII, L.P., a Delaware limited partnership;

 

(x)G.F.W. Energy XII, L.P., a Delaware limited partnership;

 

(xi)GFW XII, L.L.C., a Delaware limited liability company; and

 

(xii)NGP Energy Capital Management, L.L.C., a Texas limited liability company.

 

NGP Switchback, LLC is the record holder of the shares reported herein. Scott K. McNeill is a manager and the Chief Executive Officer and Chief Financial Officer of NGP Switchback, LLC. James E. Mutrie is a manager and the Chief Commercial Officer, General Counsel and Secretary of NGP Switchback, LLC. Christopher G. Carter, Scott Gieselman and Sam Stoutner are managers of NGP Switchback, LLC. In addition, NGP XII US Holdings, L.P. directly owns a majority of the limited liability company interests of NGP Switchback, LLC. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C.

 

Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons expressly declare that the filing of this schedule shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person, and such beneficial ownership is expressly disclaimed.

 

 

CUSIP No. 87105M 10213GPage 15 of 18 Pages

 

Item 2(b).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

 

The address of the principal business office of each of the Reporting Persons is 5949 Sherry Lane, Suite 1010, Dallas, TX 75225.

  

Item 2(c).  CITIZENSHIP

 

(i)NGP Switchback, LLC – Delaware

 

(ii)Scott K. McNeill – United States

 

(iii)James E. Mutrie – United States

 

(iv)Christopher G. Carter – United States

 

(v)Scott Gieselman – United States

 

(vi)Sam Stoutner – United States

 

(vii)NGP XII US Holdings, L.P. – Delaware

 

(viii)NGP XII Holdings GP, L.L.C. – Delaware

 

(ix)NGP Natural Resources XII, L.P. – Delaware

 

(x)G.F.W. Energy XII, L.P. – Delaware

 

(xi)GFW XII, L.L.C. – Delaware

 

(xii)NGP Energy Capital Management, L.L.C. – Texas

 

Item 2(d).  TITLE OF CLASS OF SECURITIES

 

Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”)

 

Item 2(e).  CUSIP NUMBER

 

The CUSIP number of the Class A Common Stock is 87105M 102.

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

Not applicable.

 

Item 4. OWNERSHIP.

 

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

The percentages used in this Schedule 13G are calculated based upon the 39,264,704 shares of the Issuer’s common stock outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable.

 

 

CUSIP No. 87105M 10213GPage 16 of 18 Pages

 

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 OR CONTROL PERSON

 

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.

 

 

CUSIP No. 87105M 10213GPage 17 of 18 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

DATE: January 31, 2020

 

  NGP Switchback, LLC 
   
  /s/ Scott K. McNeill
  Name: Scott K. McNeill
  Title: Chief Executive Officer and Chief Financial Officer
   
  Scott K. McNeill
   
  /s/ Scott K. McNeill
  Scott K. McNeill
   
  James E. Mutrie
     
  /s/ James E. Mutrie
  James E. Mutrie
   
  Christopher G. Carter
     
  /s/ Christopher G. Carter
  Christopher G. Carter
   
  Scott Gieselman
     
  /s/ Scott Gieselman
  Scott Gieselman
   
  Sam Stoutner
     
  /s/ Sam Stoutner
  Sam Stoutner
   
  NGP XII US Holdings, L.P.
   
  By: NGP XII Holdings GP, L.L.C., its general partner
   
  /s/ Christopher G. Carter
  Name: Christopher G. Carter
  Title: Authorized Person

 

 

CUSIP No. 87105M 10213GPage 18 of 18 Pages

 

  NGP XII Holdings GP, L.L.C.
   
  /s/ Christopher G. Carter
  Name: Christopher G. Carter
  Title: Authorized Person
     
  NGP Natural Resources XII, L.P.
   
  By: G.F.W. Energy XII, L.P., its general partner
   
  By: GFW XII, L.L.C., its general partner
   
  /s/ Christopher G. Carter
  Name: Christopher G. Carter
  Title: Authorized Person
     
  G.F.W. Energy XII, L.P.
   
  By: GFW XII, L.L.C., its general partner
   
  /s/ Christopher G. Carter
  Name: Christopher G. Carter
  Title: Authorized Person
     
  GFW XII, L.L.C.
   
  /s/ Christopher G. Carter
  Name: Christopher G. Carter
  Title: Authorized Person
     
  NGP ENERGY CAPITAL MANAGEMENT, L.L.C.
   
  /s/ Christopher G. Carter
  Name: Christopher G. Carter
  Title: Authorized Person