Energy Impact Partners reports large ERock stake
Energy Impact Partners–affiliated funds reported a major ownership stake in ERock, Inc. on a Form 3.
Rhea-AI Filing Summary
Energy Impact Partners–affiliated funds reported a major ownership stake in ERock, Inc. on a Form 3. EIP Flagship Fund I ER Holdings LLC directly holds Class B Units of Enchanted Rock Holdings LLC that correspond to 89,396,416 shares of Class A Common Stock on an exchange basis.
The same group also indirectly holds 107,739 Class M Units, which are fully vested “profits interests” that can convert into Class B Units and then into Class A Common Stock under a formula tied to distribution values. The related Class B Common Stock carries voting rights but no economic value and is issued one share per Class B Unit.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Energy Impact Partners LLC, EIP Flagship Fund I ER Holdings LLC, EIF ER Holdings LLC, Energy Impact Fund (FT-B) LP, Energy Impact Fund (FT-D) LP
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Class B Units | -- | -- | -- |
| holding | Class M Units | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Units — 89,396,416 contracts (Indirect, See Footnotes);
Class M Units — 107,739 contracts (Indirect, See Footnotes);
Class B Common Stock — 89,396,416 shares (Indirect, See Footnotes)
Footnotes (6)
- F1. Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value and have one vote per share. One share of Class B Common Stock is issued for each Class B Unit ("Class B Units") of Enchanted Rock Holdings LLC ("ER Holdings") held. Upon an exchange of Class B Units for shares of the Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.
- F2. These securities are directly held by EIP Flagship Fund I ER Holdings LLC ("Flagship").
- F3. Each of EIF ER Holdings LLC ("EIF ER Holdings", as the sole owner of Flagship), Energy Impact Fund (FT-D) LP ("FT-D", as owner of EIF ER Holdings), Energy Impact Partners LLC ("EIP LLC", as the managing member of EIF ER Holdings and the general partner of FT-D) and Hans Kobler, a nominee to the Issuer's Board of Directors ("Board") (as the managing member of EIP LLC), may also be deemed to be the beneficial owners having shared voting power and shared investment power of the securities held by Flagship. Voting and investment decisions with respect to the securities described in this Form 3 are made by the investment committee of EIP LLC, which comprises seven individuals, including Mr. Kobler, Lindsay Luger and Sameer Reddy, each of whom is a nominee to the Issuer's Board. Each member of this investment committee disclaims beneficial ownership of all securities described in this Form 3 except to the extent of his or her pecuniary interest therein.
- F4. The Class B Units are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A Common Stock.
- F5. Reflect Class M Units ("Class M Units") of ER Holdings, which are "profits interests" for U.S. federal income tax purposes. Vested Class M Units are convertible, at the holder's option, into a number of Class B Units generally equal to the product of (a) the number of vested Class M Units to be converted, and (b) a fraction, the numerator of which is the amount that would be distributed in respect of a vested Class M Unit (taking into account the applicable threshold amount), and the denominator of which is the amount that would be distributed in respect of a Class B Unit, in each case if, immediately before the exchange, ER Holdings were to sell all of its assets for their fair market values, pay any liabilities, and distribute the proceeds available for distribution, subject to certain adjustments. Class M Units have no expiration date.
- F6. All of these Class M Units have vested.
Key Figures
Indirect Class B Units: 89,396,416 units
Class M Units: 107,739 units
Underlying Class A shares (Class B Units): 89,396,416 shares
+1 more
4 metrics
Indirect Class B Units
89,396,416 units
Exchangeable one-for-one into Class A Common Stock
Class M Units
107,739 units
Fully vested profits interests convertible into Class B Units
Underlying Class A shares (Class B Units)
89,396,416 shares
Underlying security for Class B Units
Underlying Class A shares (Class M Units)
107,739 shares
Underlying security for Class M Units
Key Terms
Class B Common Stock, Class B Units, Class M Units, profits interests, +2 more
6 terms
Class B Common Stock financial
"Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value and have one vote per share."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Class B Units financial
"One share of Class B Common Stock is issued for each Class B Unit ("Class B Units") of Enchanted Rock Holdings LLC ("ER Holdings") held."
Class M Units financial
"Reflect Class M Units ("Class M Units") of ER Holdings, which are "profits interests" for U.S. federal income tax purposes."
profits interests financial
"Class M Units ("Class M Units") of ER Holdings, which are "profits interests" for U.S. federal income tax purposes."
beneficial owners financial
"may also be deemed to be the beneficial owners having shared voting power and shared investment power of the securities held by Flagship."
Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.
pecuniary interest financial
"disclaims beneficial ownership of all securities described in this Form 3 except to the extent of his or her pecuniary interest therein."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Energy Impact Partners Form 3 for ERock (EROC) disclose?
The Form 3 shows Energy Impact Partners–affiliated entities as significant owners of ERock through interests in Enchanted Rock Holdings LLC. They report large indirect positions tied to Class B Units and Class M Units, which are ultimately exchangeable into ERock Class A Common Stock.
How many ERock-linked units do Energy Impact Partners entities report holding?
They report interests corresponding to 89,396,416 Class B Units and 107,739 Class M Units of Enchanted Rock Holdings LLC. Both are ultimately exchangeable into ERock Class A Common Stock, giving Energy Impact Partners significant potential equity exposure in the company.
What is ERock’s Class B Common Stock reported in the Form 3 for EROC?
Class B Common Stock has no economic value and provides one vote per share. One Class B Common share is issued for each Class B Unit of Enchanted Rock Holdings LLC held, and those shares are automatically cancelled when the related Class B Units are exchanged into Class A Common Stock.
What are the Class M Units mentioned in ERock (EROC) Energy Impact Partners’ Form 3?
Class M Units are described as “profits interests” for U.S. federal income tax purposes. Vested Class M Units can convert into Class B Units using a formula based on hypothetical distributions. All reported Class M Units have vested, giving holders potential future conversion into additional equity-linked interests.
AI-generated analysis. How Rhea-AI works. Not financial advice.
