LLC Unitholders
Unit Exchange Process
EXCHANGES ARE PERMITTED ONLY IF THE REGISTRATION STATEMENT REGISTERING THE OFFER AND ISSUANCE OF NUSCALE POWER CORPORATION SHARES IN EXCHANGE FOR NUSCALE POWER, LLC UNITS, WHICH WAS DECLARED EFFECTIVE BY THE U.S. SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2022, REMAINS EFFECTIVE DURING AN EXCHANGE PERIOD
CERTAIN NUSCALE POWER, LLC EQUITY HOLDERS MAY BE SUBJECT TO A LOCK-UP AND SHOULD REFER TO THEIR RESPECTIVE LOCK-UP AGREEMENTS PRIOR TO SUBMITTING AN ELECTIVE EXCHANGE NOTICE FORM
NuScale Power, LLC (“NuScale LLC”) unitholders have the right to surrender Class B units (and an equal number of shares of Class B Common Stock of NuScale Power Corporation (“NuScale Corp”)) in exchange for an equal number of shares of Class A Common Stock of NuScale Corp, as detailed in, and subject to, the Sixth Amended and Restated Limited Liability Company Agreement of NuScale LLC and as described in the prospectus of NuScale Corp filed with the U.S. Securities and Exchange Commission on:
- Prospectus July 1, 2022: Filing 424(B)(3)
- Supplement #1 August 15, 2022: Supplement #1
- Supplement #2 August 16, 2022: Supplement #2
The following outlines the process that a NuScale LLC unitholder must follow to exchange NuScale LLC units to NuScale Corp shares.
How to Exchange Units to Shares
- Elective exchanges will occur on only one date per fiscal quarter (a “Quarterly Exchange Date”) determined by NuScale LLC.
- No later than 45 days prior to a Quarterly Exchange Date, NuScale LLC will provide a form of Elective Exchange Notice and notify each unitholder of:
- The next Quarterly Exchange Date
- The Minimum Exchangeable Amount
- The Maximum Exchangeable Amount
- Each holder must notify NuScale LLC of a desired exchange at least 30 days prior to a Quarterly Exchange Date using the Elective Exchange Notice form linked below.
- Send the completed, signed form to ir@nuscalepower.com.
Rescission; Limits
- NuScale LLC has the right to cancel a Quarterly Exchange Date at any time in its sole discretion. If NuScale LLC cancels an Exchange Date, no unitholder shall be permitted to exchange units at the cancelled Quarterly Exchange Date.
- NuScale LLC may limit the number of units that can be exchanged for shares pursuant to Section 3.1 (b) of the linked Policy Regarding Exchanges.
- A unitholder has the right to retract an Exchange Notice per the terms outlined in Section 3.2 of the Policy Regarding Exchanges.
Capitalized terms have the meanings given to them in the Policy Regarding Exchanges.
