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Capstone Green Energy (CGEH) investor reports preferred and common holdings

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Capstone Green Energy Holdings, Inc. disclosed initial insider holdings by investment entities affiliated with Monarch Alternative Capital. The filing reports indirect beneficial ownership, through various Monarch funds, of Series A Convertible Preferred Stock and Voting Common Stock.

The Monarch entities collectively report 16,000,000 underlying shares of Voting Common Stock tied to Series A Convertible Preferred Stock with an initial conversion price of $5.00 per share, and 3,333,334 shares of Voting Common Stock held indirectly. The reporting persons state they may be deemed to indirectly beneficially own the shares held by the Monarch funds and disclaim economic ownership except for any indirect pecuniary interest.

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Insider Monarch Alternative Capital LP, MDRA GP LP, Monarch GP LLC
Role 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
holding Series A Convertible Preferred Stock -- -- --
holding Voting Common Stock -- -- --
Holdings After Transaction: Series A Convertible Preferred Stock — 16,000,000 shares (Indirect, See footnotes); Voting Common Stock — 3,333,334 shares (Indirect, See footnotes)
Footnotes (2)
  1. F1. This Form 3 is being filed on behalf of Monarch Alternative Capital LP, a Delaware limited partnership ("MAC"), MDRA GP LP, a Delaware limited partnership ("MDRA GP"), and Monarch GP LLC, a Delaware limited liability company ("Monarch GP" and, together with MAC and MDRA GP, the "Reporting Persons"). MAC serves as the investment advisor to a variety of funds (such funds collectively, the "Monarch Funds"), with respect to the shares of the Issuer beneficially owned by it by virtue of the authority granted to it by the Monarch Funds to vote and dispose of the securities held by such Monarch Funds. MDRA GP is the general partner of MAC and Monarch GP is the general partner of MDRA GP. Each of MAC, MDRA GP and Monarch GP may be deemed to indirectly beneficially own shares held directly by the Monarch Funds and disclaims economic ownership of all such shares except to the extent of any indirect pecuniary interest therein.
  2. F2. Consists of 80,000 shares of Series A Convertible Preferred Stock of the Issuer. The Series A Convertible Preferred Stock is convertible into shares of the Issuer's common stock at the option of the holder at an initial conversion price of $5.00 per share, subject to adjustment pursuant to the terms of the Certificate of Designation, and has no expiration date.
Underlying common shares from preferred 16,000,000 shares Underlying Voting Common Stock tied to Series A Convertible Preferred Stock
Indirect Voting Common Stock 3,333,334 shares Total Voting Common Stock reported as indirectly held
Conversion price $5.00 per share Initial conversion price for Series A Convertible Preferred Stock into common stock
Series A preferred shares 80,000 shares Series A Convertible Preferred Stock held, as described in the footnote
Series A Convertible Preferred Stock financial
"Consists of 80,000 shares of Series A Convertible Preferred Stock of the Issuer."
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
beneficially owned financial
"with respect to the shares of the Issuer beneficially owned by it by virtue of the authority"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
pecuniary interest financial
"disclaims economic ownership of all such shares except to the extent of any indirect pecuniary interest therein."
Certificate of Designation financial
"subject to adjustment pursuant to the terms of the Certificate of Designation, and has no expiration date."
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What does Monarch Alternative Capital disclose in its Form 3 for CGEH?

Monarch-related entities disclose indirect beneficial ownership in CGEH. They report holdings of Series A Convertible Preferred Stock and Voting Common Stock through Monarch funds, with authority to vote and dispose of those securities under their investment advisory and general partner roles.

How many CGEH common shares are linked to Monarch’s preferred stock holdings?

The filing ties 16,000,000 underlying common shares to Series A Convertible Preferred Stock. These arise from preferred shares that are convertible into Capstone Green Energy common stock at an initial conversion price of $5.00 per share, according to the disclosed terms.

How many CGEH Voting Common Stock shares are indirectly held by Monarch entities?

The Form 3 reports 3,333,334 shares of Voting Common Stock. These shares are held indirectly through Monarch funds, with Monarch Alternative Capital and related general partners reporting beneficial ownership via their control and advisory relationships with those funds.

Do Monarch entities claim full economic ownership of their CGEH holdings?

The reporting persons expressly disclaim full economic ownership. They state they may be deemed to indirectly beneficially own shares held by the Monarch funds, but disclaim economic ownership except to the extent of any indirect pecuniary interest in those securities.

What are the key terms of CGEH’s Series A Convertible Preferred Stock held by Monarch funds?

The Series A Convertible Preferred Stock is convertible at the holder’s option. The initial conversion price is $5.00 per share of common stock, is subject to adjustment under a Certificate of Designation, and the preferred shares have no expiration date under the disclosed terms.

Who are the reporting persons on the CGEH Form 3 filing?

The filing lists Monarch Alternative Capital LP, MDRA GP LP, and Monarch GP LLC. Monarch Alternative Capital acts as investment advisor to Monarch funds, while MDRA GP and Monarch GP serve as general partners, giving them indirect beneficial ownership of the funds’ Capstone Green Energy securities.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Monarch Alternative Capital LP

(Last)(First)(Middle)
535 MADISON AVENUE

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2026
3. Issuer Name and Ticker or Trading Symbol
Capstone Green Energy Holdings, Inc. [ CGEH ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Voting Common Stock3,333,334ISee footnotes(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Convertible Preferred Stock (2) (2)Voting Common Stock16,000,000(2)ISee footnotes(1)
1. Name and Address of Reporting Person*
Monarch Alternative Capital LP

(Last)(First)(Middle)
535 MADISON AVENUE

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
MDRA GP LP

(Last)(First)(Middle)
C/O MONARCH ALTERNATIVE CAPITAL LP
535 MADISON AVENUE

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Monarch GP LLC

(Last)(First)(Middle)
C/O MONARCH ALTERNATIVE CAPITAL LP
535 MADISON AVENUE

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. This Form 3 is being filed on behalf of Monarch Alternative Capital LP, a Delaware limited partnership ("MAC"), MDRA GP LP, a Delaware limited partnership ("MDRA GP"), and Monarch GP LLC, a Delaware limited liability company ("Monarch GP" and, together with MAC and MDRA GP, the "Reporting Persons"). MAC serves as the investment advisor to a variety of funds (such funds collectively, the "Monarch Funds"), with respect to the shares of the Issuer beneficially owned by it by virtue of the authority granted to it by the Monarch Funds to vote and dispose of the securities held by such Monarch Funds. MDRA GP is the general partner of MAC and Monarch GP is the general partner of MDRA GP. Each of MAC, MDRA GP and Monarch GP may be deemed to indirectly beneficially own shares held directly by the Monarch Funds and disclaims economic ownership of all such shares except to the extent of any indirect pecuniary interest therein.
2. Consists of 80,000 shares of Series A Convertible Preferred Stock of the Issuer. The Series A Convertible Preferred Stock is convertible into shares of the Issuer's common stock at the option of the holder at an initial conversion price of $5.00 per share, subject to adjustment pursuant to the terms of the Certificate of Designation, and has no expiration date.
Monarch Alternative Capital LP; By: /s/ Christopher Santana, Chief Executive Officer04/03/2026
MDRA GP LP; By: Monarch GP LLC, as general partner; By: /s/ Christopher Santana, Partnership Committee Member04/03/2026
Monarch GP LLC; By: /s/ Christopher Santana, Partnership Committee Member04/03/2026
** Signature of Reporting PersonDate
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 5 (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.
* Form 3: SEC 1473 (03-26)