Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Cerberus Capital Management II, L.P. (Last) (First) (Middle) 875 THIRD AVENUE 11TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Eos Energy Enterprises, Inc. [ EOSE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/29/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Series A-2 Non-Voting Non-Convertible Preferred Stock	08/29/2024		A		7	A	(1)(2)	7	I	See Footnotes(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person* Cerberus Capital Management II, L.P. (Last) (First) (Middle) 875 THIRD AVENUE 11TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CCM Denali Equity Holdings, LP (Last) (First) (Middle) 875 THIRD AVENUE 11TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CCM Denali Equity Holdings GP, LLC (Last) (First) (Middle) 875 THIRD AVENUE 11TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to the credit and guaranty agreement (the "Credit Agreement"), dated June 21, 2024, by and among Eos Energy Enterprises, Inc. (the "Issuer"), as borrower, the guarantors party thereto, the various lenders party thereto (the "Lenders"), and CCM Denali Debt Holdings, LP, as administrative agent and collateral agent, and the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated June 21, 2024, by and between the Issuer and CCM Denali Equity Holdings, LP ("CCM Denali Equity"), on August 29, 2024, the Issuer submitted a borrowing request under the Credit Agreement, the Lenders funded the full amount of the scheduled $30 million delayed draw term loan under the Credit Agreement, and in connection with such draw and pursuant to the terms and conditions of the Credit Agreement and Securities Purchase Agreement,

2. (Continued from footnote 1) the Issuer issued 7 shares of a newly designated Series A-2 Non-Voting Non-Convertible Preferred Stock (the "Series A-2 Preferred Stock") to Cerberus Denali Equity, with the number of shares of such series having a liquidation value as if such shares were convertible into an aggregate of 28,806,463 shares of common stock, par value $0.0001 per share (the "Common Stock") of the Issuer. If stockholder approval of the issuance to Cerberus Denali Equity of more than 19.99% of the Issuer's outstanding Common Stock as of June 21, 2024, is obtained, the Series A-2 Preferred Stock will be convertible into a number of shares of Series B-2 Preferred Stock that are convertible into an equal number of shares of Common Stock as then represented by the liquidation value of the Series A-2 Preferred Stock.

3. The securities of the Issuer reported herein are held directly by CCM Denali Equity. CCM Denali Equity Holdings GP, LLC ("CCM Denali Equity GP") is the general partner of CCM Denali Equity. Cerberus Capital Management II, L.P. ("Cerberus Capital Management II", and together with CCM Denali Equity and CCM Denali Equity GP, the "Reporting Persons") is the sole member of CCM Denali Equity GP. Due to their relationships with CCM Denali Equity, CCM Denali Equity GP and Cerberus Capital Management II may be deemed to indirectly beneficially own the securities of the Issuer held directly by CCM Denali Equity.

4. Each of CCM Denali Equity GP and Cerberus Capital Management II disclaims beneficial ownership of the securities of the Issuer held directly by CCM Denali Equity except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of CCM Denali Equity GP or Cerberus Capital Management II is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

Nicholas P. Robinson and Gregory Nixon, each an employee of an affiliate of the Reporting Persons, are directors of Eos Energy Enterprises, Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputization of the Issuer.

	CERBERUS CAPITAL MANAGEMENT II, L.P., Name: /s/ Alexander D. Benjamin, Title: Senior Managing Director and Chief Legal Officer	09/03/2024
	CCM DENALI EQUITY HOLDINGS, LP, By: CCM Denali Equity Holdings GP, LLC, Name: /s/ Alexander D. Benjamin, Title: Manager	09/03/2024
	CCM DENALI EQUITY HOLDINGS GP, LLC, Name: /s/ Alexander D. Benjamin, Title: Manager	09/03/2024
	** 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.

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Exhibit 99.1

 

 

Form 4 Joint Filer Information

 

Name:	CCM Denali Equity Holdings, LP
Address:	875 Third Avenue 11th Floor New York, NY 10022
Date of Event Requiring Statement:	08/29/2024

 

Name:	CCM Denali Equity Holdings GP, LLC
Address:	875 Third Avenue 11th Floor New York, NY 10022
Date of Event Requiring Statement:	08/29/2024

 

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Exhibit 99.1

 

 

Form 4 Joint Filer Information

 

Name:	CCM Denali Equity Holdings, LP
Address:	875 Third Avenue 11th Floor New York, NY 10022
Date of Event Requiring Statement:	08/29/2024

 

Name:	CCM Denali Equity Holdings GP, LLC
Address:	875 Third Avenue 11th Floor New York, NY 10022
Date of Event Requiring Statement:	08/29/2024

 

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