| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fluence Energy, Inc. [ FLNC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/30/2022 | C(1) | 58,586,695 | A | (2) | 58,586,695 | I | See footnote(3) | ||
| Class A Common Stock | 06/30/2022 | J(1) | 58,586,695 | D | (1) | 0 | I | See footnote(3) | ||
| Class A Common Stock | 58,586,695 | D(4) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| LLC Units of Fluence Energy, LLC | (2) | 06/30/2022 | C(1) | 58,586,695 | (2) | (2) | Class A Common Stock | 58,586,695 | $0.00 | 0 | I | See Footnote(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On June 30, 2022, Siemens Industry, Inc. ("Siemens Industry"), a wholly owned, indirect subsidiary of Siemens AG, effected an internal transfer to Siemens AG of all of its interest in an aggregate of 58,586,695 shares of Class A Common Stock and exercised its redemption right with respect to an equivalent number of common units of Fluence Energy, LLC ("OpCo Units") together with the corresponding cancellation of 58,586,695 shares of Class B-1 Common Stock of Fluence Energy, Inc. Siemens Industry exercised such redemption right and transfer as a result of Siemens Industry's and Siemens AG's determination that it would be more suitable for Siemens AG to hold Class A Common Stock rather than Class B-1 Common Stock and OpCo Units. Siemens AG does not currently contemplate taking any other action at this time with respect to the Class A Common Stock or any other arrangements or agreements with Fluence Energy, LLC or Fluence Energy, Inc., other than in the ordinary course of business. |
| 2. The OpCo Units and an equal number of shares of Class B-1 Common Stock of Fluence Energy, Inc., together are exchangeable at the discretion of the holder for, at the Issuer's election, shares of Class A Common Stock on a one-for-one basis or the cash value thereof, subject to certain exceptions, conditions and adjustments, and have no expiration date. |
| 3. The securities are held of record by Siemens Industry. Siemens AG is the indirect parent of Siemens Industry and may be deemed to beneficially own the securities held of record by Siemens Industry. |
| 4. Following the transfer described above, these securities are held directly by Siemens AG and Siemens Industry no longer holds any securities of the Issuer. This Form 4 filing reflects an exit filing by Siemens Industry. |
| Remarks: |
| SIEMENS AG, By: /s/ Christian Bleiweiss, Name: Christian Bleiweiss, Title: Chief Counsel Corporate, M&A, By: /s/ Hardi Zajewski, Name: Hardi Zajewski, Title: SVP M&A | 07/01/2022 | |
| SIEMENS INDUSTRY, INC., By: /s/ Ruth Gratzke, Name: Ruth Gratzke, Title: Chief Executive Officer, By: /s/ Marsha Smith, Name: Marsha Smith, Title: Chief Financial Officer | 07/01/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||