Filing Details

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)*

 

 

ReNew Energy Global plc

(Name of Issuer)

 

ReNew Global Class A Shares, Nominal Value $0.0001 Per Share

(Title of Class of Securities)

 

G7500M 104

(CUSIP Number)

 

David S. Thomas, Esq.

Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

(212) 902-1000

 

With a copy to:

 

Nallini Puri and Sarah Lewis

2 London Wall Place

London

EC2Y 5AU

+44 20 7614 2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 11, 2022

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. G7500M 104

1.		Names of Reporting Persons   The Goldman Sachs Group, Inc.
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				7.		Sole Voting Power   0
				8.		Shared Voting Power   34,133,476
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   34,133,476
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   34,133,476
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   12.1%1
14.		Type Of Reporting Person   HC-CO

 (1) Based on 282,430,194 Class A Shares (“Class A Shares”) of ReNew Energy Global plc (the “Issuer”) outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2021.

 

 

CUSIP No. G7500M 104

1.		Names of Reporting Persons   Goldman Sachs & Co. LLC
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds  AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   New York
Number of Shares Beneficially Owned by Each Reporting Person With:				7.		Sole Voting Power   0
				8.		Shared Voting Power   34,133,476
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   34,133,476
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   34,133,476
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   12.1%1
14.		Type Of Reporting Person   BD-PN-IA

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104 

1.		Names of Reporting Persons   GS Wyvern Holdings Limited
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds  AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Mauritius
Number of Shares Beneficially Owned by Each Reporting Person With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   34,133,476
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power   34,133,476
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   34,133,476
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   12.1%1
14.		Type Of Reporting Person   OO

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   GS Capital Partners VI Fund, L.P.
2.		Check the Appropriate Box if a Member of a Group  (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   12,267,571
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power   12,267,571
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   12,267,571
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   4.3%1
14.		Type Of Reporting Person   PN

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   GSCP VI Advisors, L.L.C.
2.		Check the Appropriate Box if a Member of a Group  (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds  AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   12,267,571
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power   12,267,571
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   12,267,571
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   4.3%1
14.		Type Of Reporting Person   OO

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   GS Capital Partners VI Offshore Fund, L.P.
2.		Check the Appropriate Box if a Member of a Group  (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Cayman Islands
Number of Shares  Beneficially  Owned by Each Reporting Person With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   10,202,496
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power   10,202,496
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   10,202,496
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   3.6%1
14.		Type Of Reporting Person   PN

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   GSCP VI Offshore Advisors, L.L.C.
2.		Check the Appropriate Box if a Member of a Group  (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   10,202,496
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power   10,202,496
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   10,202,496
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   3.6%1
14.		Type Of Reporting Person   OO

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   GS Capital Partners VI Parallel, L.P.
2.		Check the Appropriate Box if a Member of a Group  (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   3,372,387
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power   3,372,387
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,372,387
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   1.2%1
14.		Type Of Reporting Person   PN

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

1.		Names of Reporting Persons   GS Advisors VI, L.L.C.
2.		Check the Appropriate Box if a Member of a Group  (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially  Owned by Each  Reporting Person  With:				7.		Sole Voting Power   0
				8.		Shared Voting Power   3,372,387
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power  3,372,387
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,372,387
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   1.2%1
14.		Type Of Reporting Person   OO

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   GS Capital Partners VI GmbH & Co. KG
2.		Check the Appropriate Box if a Member of a Group  (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Germany
Number of Shares  Beneficially Owned by  Each Reporting  Person With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   436,908
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power  436,908
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   436,908
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   0.2%1
14.		Type Of Reporting Person   PN

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   Goldman, Sachs Management GP GMBH
2.		Check the Appropriate Box if a Member of a Group  (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Germany
Number of Shares Beneficially Owned by Each Reporting Person With:				7.		Sole Voting Power   0
				8.		Shared Voting Power   436,908
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power  436,908
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 436,908
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   0.2%1
14.		Type Of Reporting Person   OO

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   MBD 2011 Holdings, L.P.
2.		Check the Appropriate Box if a Member of a Group  (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   211,628
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power  211,628
11.		Aggregate Amount Beneficially Owned by Each Reporting Person  211,628
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   0.1%1
14.		Type Of Reporting Person   PN

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   MBD 2011 Offshore Advisors, Inc.
2.		Check the Appropriate Box if a Member of a Group  (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   354,989
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power  354,989
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 354,989
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   0.1%1
14.		Type Of Reporting Person   CO

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   Bridge Street 2011, L.P.
2.		Check the Appropriate Box if a Member of a Group  (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   324,268
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power  324,268
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 324,268
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   0.1%1
14.		Type Of Reporting Person   PN

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   Bridge Street Opportunity Advisors, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially  Owned by Each Reporting Person With:				7.		Sole Voting Power   0
				8.		Shared Voting Power   324,268
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power  324,268
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   324,268
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   0.1%1
14.		Type Of Reporting Person   OO

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   Bridge Street 2011 Offshore, L.P.
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by  Each Reporting  Person With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   143,361
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power  143,361
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 143,361
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   0.1%1
14.		Type Of Reporting Person   PN

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   West Street Energy Partners, L.P.
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by  Each Reporting  Person With:				7.		Sole Voting Power   0
				8.		Shared Voting Power   3,713,722
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power  3,713,722
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,713,722
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   1.3%1
14.		Type Of Reporting Person   PN

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   Broad Street Energy Advisors, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   7,038,323
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power  7,038,323
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 7,038,323
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   2.5%1
14.		Type Of Reporting Person   OO

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   West Street Energy Partners Offshore Holding-B, L.P.
2.		Check the Appropriate Box if a Member of a Group  (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:				7.		Sole Voting Power   0
				8.		Shared Voting Power   849,924
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power 849,924
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 849,924
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   0.3%1
14.		Type Of Reporting Person   PN

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   West Street Energy Partners Offshore, L.P.
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:				7.		Sole Voting Power   0
				8.		Shared Voting Power   2,474,677
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power  2,474,677
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,474,677
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   0.9% 1
14.		Type Of Reporting Person   PN

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   MBD 2013, L.P.
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   102,400
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power   102,400
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   102,400
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   0.0%1
14.		Type Of Reporting Person   PN

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

 

1.		Names of Reporting Persons   MBD Advisors, L.L.C.
2.		Check the Appropriate Box if a Member of a Group  (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   AF
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person  With:			7.		Sole Voting Power   0
			8.		Shared Voting Power   139,947
			9.		Sole Dispositive Power   0
			10.		Shared Dispositive Power  139,947
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 139,947
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   0.0%1
14.		Type Of Reporting Person   OO

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

CUSIP No. G7500M 104

1.		Names of Reporting Persons   MBD 2013 Offshore, L.P.
2.		Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds   WC
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person  With:				7.		Sole Voting Power   0
				8.		Shared Voting Power   37,547
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power  37,547
11.		Aggregate Amount Beneficially Owned by Each Reporting Person 37,547
12.		Check if the Aggregate Amount In Row (11) Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   0.0%1
14.		Type Of Reporting Person   PN

(1) Based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021.

 

 

This Amendment No. 2 (the “Amendment”) amends and supplements the Schedule 13D originally filed by the Reporting Persons on September 2, 2021 and amended on December 10, 2021 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D.

 

Item 2.

Identity and Background

 

The response set forth in Item 2 of the Original Schedule 13D is hereby amended by deleting Schedules I, II-A, II-B and III in their entirety and replacing them with Schedules I, II-A, II-B and III attached.

 

Item 4.

Purpose of Transaction

 

This Amendment amends and restates Item 4 of the Original Schedule 13D in its entirety as set forth below:

 

On August 23, 2021 (the “Closing Date”), the Business Combination Agreement (the “Business Combination Agreement”) entered into on February 24, 2021 and amended on May 17, 2021 between RMG II, Philip Kassin solely in the capacity as the representative for the shareholders of RMG II (the “RMG II Representative”), the Issuer, ReNew Power Global Merger Sub (“Merger Sub”), ReNew Power Private Limited (“Renew India”) and certain shareholders of ReNew India (including GSW) (the “Major Shareholders”) was consummated.

 

Pursuant to the Business Combination Agreement, on the business day immediately prior to the Closing Date, Merger Sub, a subsidiary of the Issuer, merged with and into RMG Acquisition Corporation II (“RMG II”), a special purpose acquisition company (the “Merger”). As consideration, shareholders of RMG II received Class A Shares in exchange for their existing shares in RMG II and warrants for shares of RMG II became exercisable for Class A Shares of the Issuer. Subsequent to consummation of the Merger, on the Closing Date, GSW and the other Major Shareholders exchanged Ordinary Shares (“ReNew India Ordinary Shares”) of ReNew India for shares of the Issuer and/or cash. GSW exchanged 184,709,600 Renew India Ordinary Shares for 34,133,476 Class A Shares, 106,074,525 Class C Shares and $112.0 million.

 

Also pursuant to the Business Combination Agreement, all of the Series A compulsorily and fully convertible preference shares of Renew India, including those held by GSW, were converted into ReNew India Ordinary Shares on August 18, 2021. Subsequent to closing occurring under the Business Combination Agreement on the Closing Date (“Closing”), on August 26, 2021, GSW exchanged all of its 14,825,749 ReNew India Ordinary Shares for 12,289,241 Class C Shares.

 

Registration Rights, Coordination and Put Option Agreement

 

At the Closing, the Issuer, certain shareholders of the Issuer (including GSW) (the “Significant Shareholders”), certain founding investors of Renew India (the “Founder Investors”) and ReNew India entered into the Registration Rights, Coordination and Put Option Agreement, pursuant to which, among other things, (i) the Significant Shareholders and the Founder Investors are entitled to certain registration rights in respect of the resale of Class A Shares and Class C Shares received in connection with the above described transactions (the “Significant Shareholder Registrable Securities”), (ii) the Significant Shareholders (other than GEF SACEF India (“SACEF”) and RMG Sponsor II, LLC (“RMG Sponsor”) (for so long as it is not an affiliate of the Issuer)) agreed to certain obligations to coordinate transfers and sales of Significant Shareholder Registrable Securities, (iii) the Founder Investors are entitled to require the Issuer to purchase certain ReNew India Ordinary Shares held by the Founder Investors and the Issuer will agree to register the Founder Investors’ Registrable Securities, subject to certain terms conditions and (iv) the Significant Shareholders (other than SACEF) and the Founder Investors agreed to certain post-Closing transfer restrictions in respect of shares of the Issuer held by them.

 

Registration Rights

 

Under the Registration Rights, Coordination and Put Option Agreement, the Issuer is required to file a registration statement on Form F-1 within thirty (30) days of the Closing for the resale of all of the securities that the parties to such agreement have agreed shall be registrable (“Registrable Securities”), pursuant to Rule 415 under the Securities Act, and use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable and to maintain such effectiveness until such time that there are no longer any Registrable Securities.

 

 

Sales by GSW pursuant to an underwritten offering conducted pursuant to the Registration Rights, Coordination and Put Option Agreement will, where the managing underwriter(s) appointed by the Issuer in respect of such offering advise that marketing factors require a cut-back in the number of Registrable Securities requested to be sold under the offering, have priority over proposed sales by other parties to that agreement under the following circumstances:

 

(i) if GSW is the Significant Shareholder initially requesting such offering, in respect of an amount of Registrable Securities equal to the greater of

 

(A) such number of Registrable Securities, when taken together with the amount of all Registrable Securities sold by GSW in all prior offerings requested by GSW, equal to 5% of the then issued and outstanding shares of the Issuer and

 

(B) such number of Registrable Securities as may be necessary to enable GSW to reduce (x) the GSW Total Equity Interest (as defined below) to 33% and/or (y) the GSW Voting Interest to 4.9% (as defined below); or

 

(ii) if GSW is not the Significant Shareholder initially requesting such offering, in respect of an amount of Registrable Securities as may be necessary to enable GSW to reduce

 

(A) the GSW Total Equity Interest to 33% and/or

 

(B) the GSW Voting Interest to 4.9%;

 

(each, a “GS Priority Offering”).

 

If GSW exercises its GSW Priority Offering right, in each subsequent offering that is not a GSW Priority Offering, each of the Significant Shareholders other than GSW will be entitled to have their Registrable Securities sold (pro rata to the number of Registrable Securities requested to be sold by each such Significant Shareholder in aggregate in each GSW Priority Offering) in priority to any Registrable Securities requested to be sold by GSW in such offering, until each such Significant Shareholder (other than GSW) has sold such number of Registrable Securities it had requested to sell and would have been entitled to sell in prior GSW Priority Offerings but for the exercise of the GSW Priority Offering right.

 

“GSW Total Equity Interest” means, with respect to GSW at a particular time of determination, the percentage equal to (a) the sum of (i) the number of ReNew India Ordinary Shares held by GSW at such time multiplied by 0.8289 (as proportionally adjusted for any share dividends, share combinations or consolidations, share splits, bonus issues or merger, consolidation or other reorganization or recapitalization effected with respect to the Issuer’s shares or the ReNew India Ordinary Shares after the Closing), plus (ii) the number of Class A Shares and Class C Shares held by GSW at such time, divided by (b) the sum of (i) the number calculated pursuant to (a) above, plus (ii) the number of issued and outstanding Class A Shares as of such time that are held by persons other than GSW or any of its affiliates, plus (iii) the number of issued and outstanding Class C Shares as of such time, if any, that are held by persons other than GSW or any of its affiliates.

 

“GSW Voting Interest” means, with respect to GSW at a particular time of determination, the percentage equal to (a) the number of Class A Shares held by GSW or any of its affiliates as of such time, divided by (b) the aggregate number of Class A Shares, Class B Shares of the Issuer (the “Class B Shares”) and Class D Shares of the Issuer (the “Class D Shares”) issued and outstanding as of such time.

 

 

Coordination

 

Each Significant Shareholder (other than SACEF and, for so long as it is not an affiliate of the Issuer, RMG Sponsor) (each, a “Coordinating Significant Shareholder”) has agreed to use its best efforts to coordinate all sales and/or transfers of shares of the Issuer pursuant to (A) registered underwritten offerings of Registrable Securities, except for underwritten block trades conducted during the two (2) year period following Closing, and (B) any registered non-underwritten offering and sales pursuant to Rule 144 under the Securities Act (or any similar provision) until the earlier of (x) the date falling two (2) years after the Closing or (y) in respect of any particular Significant Shareholder, the date on which it holds an Effective Economic Interest (as defined below) less than or equal to 25% of the Effective Economic Interest it held immediately following the Closing. The agreement described in the preceding sentence does not apply to transactions:

 

(i)

pursuant to an exception to such Significant Shareholder’s post-Closing lock-up; and

 

(ii)  by GSW, to the extent a transfer of shares by the Issuer is (i) necessary to enable GSW to reduce (x) the GSW Total Equity Interest to 33% and/or (y) the GSW Voting Interest to 4.9%.

 

No later than ten (10) days prior to the commencement of each calendar quarter following the date that is 180 days following the Closing, each Coordinating Significant Shareholder shall provide the other Coordinating Significant Shareholders with a written notice of its intention to sell any shares of the Issuer during such calendar quarter (provided that the first notice shall be provided no later than ten (10) days after the date that is 180 days following the Closing and shall apply for that calendar quarter). Such notice shall facilitate all Coordinating Significant Shareholders electing to transfer shares of the Issuer to coordinate the timing and process for such transfers in an orderly manner. Each Coordinating Significant Shareholder receiving such notice shall be entitled to effect a transfer of such number of its shares of the Issuer during the relevant calendar quarter on a pro rata basis to the aggregate number of shares of the Issuer proposed to be transferred by the other Coordinating Significant Shareholders during that calendar quarter. Furthermore, any transfer of shares of the Issuer by a Coordinating Significant Shareholder or any issuance of shares by the Issuer which would result in change of control of the Issuer will not be consummated unless the Issuer has purchased in full all ReNew India Ordinary Shares that the Founder Investors have elected to sell to the Issuer in connection with such change of control pursuant to the Founder Investors’ put rights contained in the Registration Rights, Coordination and Put Option Agreement.

 

“Effective Economic Interest” means with respect to any Significant Shareholder or Founder Investor (each, an “Investor” and, collectively, the “Investors”) at a particular time of determination, the percentage equal to (a) the number of such Investor’s Equivalent Economic Beneficial Shares (as defined below) as of such time, divided by (b) the number of Equivalent Outstanding Beneficial Shares (as defined below) as of such time.

 

“Equivalent Economic Beneficial Shares” means with respect to an Investor as of a particular time of determination, an amount (rounded down to the nearest whole number) equal to (a) (i) the number of ReNew India Ordinary Shares, if any, held as of such time by such Investor and its affiliates, multiplied by (ii) 0.8289 (as proportionally adjusted for any share dividends, share combinations or consolidations, share splits, bonus issues or merger, consolidation or other reorganization or recapitalization effected with respect to the Issuer’s shares or the ReNew India Ordinary Shares after the Closing), plus (b) the number of Class A Shares, if any, held by such Investor and its affiliates as of such time, plus (c) the number of Class C Shares, if any, held by such Investor and its affiliates as of such time.

 

“Equivalent Outstanding Beneficial Shares” shall mean, as of a particular time of determination, an amount equal to (a) the aggregate of each Investor’s Equivalent Economic Beneficial Shares as of such time, plus (b) the number of issued and outstanding Class A Shares as of such time that are held by persons other than an Investor or any of its affiliates, plus (c) the number of issued and outstanding Class C Shares as of such time, if any, that are held by persons other than an Investor or any of its affiliates.

 

Lock-up

 

GSW has agreed, subject to certain exceptions, not to transfer any shares of the Issuer during the period commencing on the Closing Date and ending on the date that is 180 days following the Closing Date, except that, during such lock-up period, GSW will be permitted to sell shares of the Issuer held by it equal to the greater of (i) 5% of the total issued and outstanding shares of the Issuer as of immediately following the Closing; and (ii) such number of shares as may be necessary to enable GSW to reduce (A) the GSW Total Equity Interest to 33% and/or (B) the GSW Voting Interest to 4.9%; provided that any third party transferee of such shares from GSW shall also have agreed to be subject to the lock-up restrictions under the Registration Rights, Coordination and Put Option Agreement for the remainder of the lock-up period.

 

 

Shareholders Agreement

 

At the Closing, the Issuer entered into the Shareholders Agreement with certain shareholders (including GSW) (the “Shareholders Agreement Investors”), pursuant to which, among other things, the Shareholders Agreement Investors agreed on the composition of the board of directors of the Issuer (the “Renew Global Board”) and certain committees, including an audit committee, a remuneration committee, a nomination committee and a finance and operations committee. Certain of the Shareholders Agreement Investors, including GSW, have the right to appoint or reappoint certain directors to the ReNew Global Board. Pursuant to the Shareholders Agreement, GSW has the right to appoint one director to the Renew Global Board until the later of (i) the second anniversary of the Closing Date and (ii) so long as GSW, together with its affiliates, holds Class A Shares and Class C Shares that, together with any ReNew India Ordinary Shares held by GSW, represent an Effective Economic Interest (as defined in the Shareholders Agreement) of at least 10% (disregarding dilution resulting from certain share issuances by the Issuer). GSW has designated Mr. Michael Bruun to serve on the Renew Global Board.

 

The Issuer and the Shareholders Agreement Investors agreed to take all necessary actions to give effect to the director appointment rights of the applicable Shareholders Agreement Investors (including, with respect to the Shareholders Agreement Investors, voting their shares in the Issuer in favor of the appointment, reappointment or removal, as applicable, of such Shareholders Agreement Investors’ respective appointed directors).

 

Voting Agreement

 

At the Closing, pursuant to provisions in the articles of association of ReNew India, each of GSW, Canada Pension Plan Investment Board (“CPP Investments”) and the Founder Investors have undertaken that for so long as: (i) it holds equity shares of ReNew India (“Obligor Shares”), and (ii) to the extent that it was issued any Class B Shares or Class D Shares and remains entitled to vote on any such Class B Shares or Class D Shares, it shall (a) provide exclusive proxies on the Obligor Shares held by it to the authorized representative(s) of the Issuer, and do all other acts that may be required by the Issuer to ensure that the Issuer or its nominee exercises all voting rights on the Obligor Shares at all general meetings of the shareholders of ReNew India; and (b) in the event that the provisions of (a) above cannot be or have not been given effect to for any reason, if requested by the Issuer, vote on all Obligor Shares in the general meetings of the shareholders of ReNew India solely in compliance with the instructions of the Issuer, provided that the Issuer shall (i) exercise its right to vote on such equity shares in the same manner as it has voted on its own equity shares in ReNew India; (ii) for so long as GSW holds equity shares in ReNew India, vote on its own equity shares in ReNew India or exercise its right to vote on the equity shares on behalf of GSW, only with the prior written consent of GSW, in any matter to the extent such matter would result in (A) the amendment, variation or deletion of any provision in the articles of association of ReNew India relating to tax which would materially adversely affect GSW; or (B) any increase in GSW’s proportionate holding of equity shares that would materially adversely affect GSW; and (iii) for so long as any of GSW, CPP Investments or the Founder Investors hold equity shares in ReNew India, vote on its own equity shares in ReNew India or exercise its right to vote on the equity shares on behalf of such shareholder, only with the prior written consent of such shareholder, in any matter to the extent such matter would result in (A) an action being undertaken by ReNew India, or (B) an amendment to the rights attaching to the equity shares in ReNew India, in each case that would materially adversely and disproportionately affect the rights of such shareholder in ReNew India as compared to the securities of the other shareholders or materially adversely and disproportionately affect the effective economic interest of the shareholders in the Issuer, as compared to the economic interest of the other shareholders in the Issuer.

 

 

The Class C Shares

 

Each Class C Share shall automatically be re-designated as one Class A Share in the hands of a transferee (other than where such transferee is an affiliate, within the meaning of BHCA, of the transferor) upon the transfer of such Class C Share (including a transfer of depositary receipts or Identified Rights (as defined in the articles of association of the Issuer (the “A&R Articles”)) in respect of such Class C Shares) to such transferee, if such transfer is made:

 

(i) pursuant to a widespread public distribution, within the meaning of the BHCA;

 

(ii) to the Issuer;

 

(iii) in transfers in which no transferee (or group of associated transferees, within the meaning of the BHCA, of the transferring holder) receives equal to or more than 2% of the issued and outstanding Class A Shares (including depositary receipts or Identified Rights in respect of such Class A Shares) or a class of voting shares of the Issuer (including depositary receipts or Identified Rights (as defined in the A&R Articles) in respect of such voting shares) representing 2% or more of the voting power attached to such class of voting shares; or

 

(iv) to a transferee that controls more than 50% of the issued and outstanding Class A Shares (including depositary receipts or Identified Rights (as defined in the A&R Articles) in respect of such Class A Shares) and more than 50% of the issued and outstanding shares (including depositary receipts or Identified Rights (as defined in the A&R Articles) in respect of such shares) of each other class of voting shares of the Issuer (without including any Class C Shares or depositary receipts or Identified Rights (as defined in the A&R Articles) in respect of such Class C Shares transferred to such transferee).

 

Sale and Purchase Agreement

 

Pursuant to a sale and purchase agreement dated February 11, 2022 by and between Canada Pension Plan Investment Board (“CPPIB”) and GSW (the “First Sale and Purchase Agreement”), GSW has agreed to sell, and CPPIB has agreed to purchase, 18,000,000 Class A Depositary Receipts (as defined in the First Sale and Purchase Agreement) representing 18,000,000 Class A Shares and 3,400,000 Class C Depositary Receipts (as defined in the First Sale and Purchase Agreement) representing 3,400,000 Class C Shares in a privately negotiated transaction (the “First Sale and Purchase”) at a purchase price of $6.50 per Class A Depositary Receipt and $6.50 per Class C Depositary Receipt. The First Sale and Purchase Agreement contains customary warranties and is conditioned upon confirmation by Computershare Trust Company, N.A., as the depositary, that it has received the documents and information from GSW necessary to amend the registers of holders of Class A Depositary Receipts and Class C Depositary Receipts to reflect the transfers contemplated thereunder.

 

GSW has received a conditional offer from CPPIB in relation to the potential sale and purchase of a further 9,100,000 Class C Depositary Receipts representing 9,100,000 Class C Shares in a privately negotiated transaction at a purchase price of $6.50 per Class C Depositary Receipt. CPPIB’s offer is conditional upon receipt of evidence demonstrating that GSW has obtained the written waiver and agreement of each party to the Registration Rights, Coordination and Put Option Agreement, irrevocably consenting to the Transfer (as defined in the Registration Rights, Coordination and Put Option Agreement) of the Class C Depositary Receipts to CPPIB and irrevocably waiving any provision of the Registration Rights, Coordination and Put Option Agreement that would limit or restrict GSW’s ability to execute, deliver and perform any definitive agreement entered into with respect to the Transfer.

 

The GS Reporting Persons reserve the right, at any time and from time to time, to formulate plans and/or make proposals or take actions with respect to their investment in the Issuer, or review or reconsider their position and/or change their plans or proposals, and/or acquire additional shares of the Issuer or dispose of shares of the Issuer beneficially owned by them, in the public market or privately negotiated transactions or otherwise.

 

In addition, the GS Reporting Persons may from time to time engage in discussions with management, the board of directors and/or other shareholders of the Issuer and other relevant parties or take other actions concerning any extraordinary corporate transaction (including but not limited to a merger, reorganization or liquidation) or the business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, articles of incorporation, regulations, corporate documents, agreements, delisting or deregistration of the Issuer.

 

References to and descriptions of the Business Combination Agreement, Registration Rights, Coordination and Put Option Agreement, Shareholders Agreement and the First Sale and Purchase Agreement set forth above do not purport to be complete and are qualified in their entirety by reference to the full text of the such agreements, which have been filed as Exhibits hereto and are incorporated by reference herein.

 

 

Item 5.

Interest in Securities of the Issuer

 

This Amendment amends and restates the first paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

 

Following the completion of the First Sale and Purchase described in Item 4 above, each of the GS Reporting Persons will have the following beneficial ownership of Class A Shares of the Issuer (percentages are based on 282,430,194 Class A Shares outstanding as of December 26, 2021, as reported by the Issuer in its Form 6-K filed with the SEC on December 30, 2021):

 

(i)

The Goldman Sachs Group will have shared dispositive and voting power over 16,133,476 shares, representing 5.7% of the outstanding shares.

 

(ii)

Goldman Sachs, by virtue of its status as manager for GSCP Advisors VI, GSCP VI Offshore Advisors, GS Advisors VI, Goldman Sachs Management GP, Bridge Street Opportunity Advisors, MBD 2011 Offshore Advisors, Broad Street Energy Advisors and MBD Advisors and the investment manager for each of the GSW Investors, will have shared dispositive and voting power over 16,133,476 shares, representing 5.7% of the outstanding shares.

 

(iii)

GSW will have shared dispositive and voting power over 16,133,476 Class A Shares, representing 5.7% of the outstanding shares.

 

(iv)

GS Capital Partners VI, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 5,798,371 shares, representing 2.1% of the outstanding shares.

 

(v)

GSCP VI Advisors, by virtue of its status as the general partner of GS Capital Partners VI, will have shared dispositive and voting power over 5,798,371 shares, representing 2.1% of the outstanding shares.

 

(vi)

GS Capital Partners VI Offshore Fund, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 4,822,296 shares, representing 1.7% of the outstanding shares.

 

(vii)

GSCP VI Offshore Advisors, by virtue of its status as the general partner of GS Capital Partners VI Offshore Fund, will have shared dispositive and voting power over 4,822,296 shares, representing 1.7% of the outstanding shares.

 

(viii)

GS Capital Partners VI Parallel, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 1,593,987 shares, representing 0.6% of the outstanding shares.

 

(ix)

GS Advisors VI, by virtue of its status as the general partner of GS Capital Partners VI Parallel, will have shared dispositive and voting power over 1,593,987 shares, representing 0.6% of the outstanding shares.

 

(x)

GS Capital Partners VI GmbH, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 206,508 shares, representing 0.1% of the outstanding shares.

 

(xi)

Goldman Sachs Management GP, by virtue of its status as the general partner of GS Capital Partners VI GmbH, will have shared dispositive and voting power over 206,508 shares, representing 0.1% of the outstanding shares.

 

(xii)

MBD 2011 Holdings, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 100,028 shares, representing 0.0% of the outstanding shares.

 

(xiii)

Bridge Street 2011 Offshore, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 67,761 shares, representing 0.0% of the outstanding shares.

 

 

(xiv)

MBD 2011 Offshore Advisors, by virtue of its status as the general partner of MBD 2011 Holdings and Bridge Street 2011 Offshore, will have shared dispositive and voting power over 167,789 shares, representing 0.1% of the outstanding shares.

 

(xv)

Bridge Street 2011, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 153,268 shares, representing 0.1% of the outstanding shares.

 

(xvi)

Bridge Street Opportunity Advisors, by virtue of its status as the general partner of Bridge Street 2011, will have shared dispositive and voting power over 153,268 shares, representing 0.1% of the outstanding shares.

 

(xvii)

West Street Energy Partners, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 1,755,322 shares, representing 0.6% of the outstanding shares.

 

(xviii)

West Street Energy Partners Offshore Holding-B, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 401,724 shares, representing 0.1% of the outstanding shares.

 

(xix)

West Street Energy Partners Offshore, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 1,169,677 shares, representing 0.4% of the outstanding shares.

 

(xx)

Broad Street Energy Advisors, by virtue of its status as the general partner of West Street Energy Partners, West Street Energy Partners Offshore Holding-B and West Street Energy Partners Offshore, will have shared dispositive and voting power over 3,326,723 shares, representing 1.2% of the outstanding shares.

 

(xxi)

MBD 2013, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 48,400 shares, representing 0.0% of the outstanding shares.

 

(xxii)

MBD 2013 Offshore, by virtue of its status as a GSW Investor, will have shared dispositive and voting power over 17,747 shares, representing 0.0% of the outstanding shares.

 

(xxiii)

MBD Advisors, by virtue of its status as the general partner of MBD 2013 and MBD 2013 Offshore, will have shared dispositive and voting power over 66,147 shares, representing 0.0% of the outstanding shares.

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit  Number		Description of Exhibits
99.1		Business Combination Agreement, dated as of February 24, 2021, as it may be amended from time to time, by and among the Issuer, RMG II, the RMG II Representative, Merger Sub, ReNew India and the Major Shareholders (incorporated herein by reference to Exhibit 99.1 to the Original Schedule 13D).
99.2		Shareholders Agreement, dated as August 23, 2021, by and among the Issuer and each Shareholders Agreement Investor (incorporated herein by reference to Exhibit 99.2 to the Original Schedule 13D).
99.3		Registration Rights, Coordination and Put Option Agreement, dated as of August 23, 2021, by and among the Issuer, the Significant Shareholders, the Founder Investors and ReNew India (incorporated herein by reference to Exhibit 99.3 to the Original Schedule 13D).
99.4		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act, dated as of September 2, 2021, by and among the GS Reporting Persons (incorporated herein by reference to Exhibit 99.4 to the Original Schedule 13D).

 

 

99.5		Power of Attorney, relating to The Goldman Sachs Group, Inc. (incorporated herein by reference to Exhibit 99.5 to the Original Schedule 13D).
99.6		Power of Attorney, relating to Goldman, Sachs & Co. LLC (incorporated herein by reference to Exhibit 99.6 to the Original Schedule 13D).
99.7		Power of Attorney, relating to GS Wyvern Holdings Limited (incorporated herein by reference to Exhibit 99.7 to the Original Schedule 13D).
99.8		Power of Attorney, relating to GS Capital Partners VI Fund, L.P. (incorporated herein by reference to Exhibit 99.8 to the Original Schedule 13D).
99.9		Power of Attorney, relating to GSCP VI Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.9 to the Original Schedule 13D).
99.10		Power of Attorney, relating to GS Capital Partners VI Offshore Fund, L.P. (incorporated herein by reference to Exhibit 99.10 to the Original Schedule 13D).
99.11		Power of Attorney, relating to GSCP VI Offshore Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.11 to the Original Schedule 13D).
99.12		Power of Attorney, relating to GS Capital Partners VI Parallel, L.P. (incorporated herein by reference to Exhibit 99.12 to the Original Schedule 13D).
99.13		Power of Attorney, relating to GS Advisors VI, L.L.C. (incorporated herein by reference to Exhibit 99.13 to the Original Schedule 13D).
99.14		Power of Attorney, relating to GS Capital Partners VI GmbH & Co. KG (incorporated herein by reference to Exhibit 99.14 to the Original Schedule 13D).
99.15		Power of Attorney, relating to Goldman, Sachs Management GP GmbH (incorporated herein by reference to Exhibit 99.15 to the Original Schedule 13D).
99.16		Power of Attorney, relating to MBD 2011 Holdings, L.P. (incorporated herein by reference to Exhibit 99.16 to the Original Schedule 13D).
99.17		Power of Attorney, relating to Bridge Street 2011, L.P. (incorporated herein by reference to Exhibit 99.17 to the Original Schedule 13D).
99.18		Power of Attorney, relating to Bridge Street Opportunity Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.18 to the Original Schedule 13D).
99.19		Power of Attorney, relating to Bridge Street 2011 Offshore, L.P. (incorporated herein by reference to Exhibit 99.19 to the Original Schedule 13D).
99.20		Power of Attorney, relating to MBD 2011 Offshore Advisors, Inc. (incorporated herein by reference to Exhibit 99.20 to the Original Schedule 13D).
99.21		Power of Attorney, relating to West Street Energy Partners, L.P. (incorporated herein by reference to Exhibit 99.21 to the Original Schedule 13D).
99.22		Power of Attorney, relating to West Street Energy Partners Offshore Holding-B, L.P. (incorporated herein by reference to Exhibit 99.22 to the Original Schedule 13D).
99.23		Power of Attorney, relating to West Street Energy Partners Offshore, L.P. (incorporated herein by reference to Exhibit 99.23 to the Original Schedule 13D).

 

 

99.24		Power of Attorney, relating to Broad Street Energy Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.24 to the Original Schedule 13D).
99.25		Power of Attorney, relating to MBD 2013, L.P. (incorporated herein by reference to Exhibit 99.25 to the Original Schedule 13D).
99.26		Power of Attorney, relating to MBD 2013 Offshore, L.P. (incorporated herein by reference to Exhibit 99.26 to the Original Schedule 13D).
99.27		Power of Attorney, relating to MBD Advisors, L.L.C. (incorporated herein by reference to Exhibit 99.27 to the Original Schedule 13D).
99.28		Sale and Purchase Agreement dated as of February 11, 2022, by and between CPPIB and GSW (filed herewith).

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2022 

	THE GOLDMAN SACHS GROUP, INC.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	GOLDMAN, SACHS & CO. L.L.C.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	GS WYVERN HOLDINGS LIMITED
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	GS CAPITAL PARTNERS VI FUND, L.P.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	GSCP VI ADVISORS, L.L.C.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact

 

 

	GSCP VI OFFSHORE ADVISORS, L.L.C.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	GS CAPITAL PARTNERS VI PARALLEL, L.P.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	GS ADVISORS VI, L.L.C.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	GS CAPITAL PARTNERS VI GMBH & CO. KG
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	GOLDMAN, SACHS MANAGEMENT GP GMBH
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	MBD 2011 HOLDINGS, L.P.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact

 

	BRIDGE STREET 2011 OFFSHORE, L.P.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	MBD 2011 OFFSHORE ADVISORS, INC.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	BRIDGE STREET 2011, L.P.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	WEST STREET ENERGY PARTNERS, L.P.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	WEST STREET ENERGY PARTNERS OFFSHORE HOLDING-B, L.P.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	WEST STREET ENERGY PARTNERS OFFSHORE, L.P.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact

 

 

	BROAD STREET ENERGY ADVISORS, L.L.C.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	MBD 2013, L.P.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	MBD 2013 OFFSHORE, L.P.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact
	MBD ADVISORS, L.L.C.
	By: /s/ Crystal Orgill
	Name: Crystal Orgill
	Title:  Attorney-in-fact

 

 

SCHEDULE I

 

The name of each director of The Goldman Sachs Group, Inc. is set forth below.

 

The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.

 

Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India, and Mark O. Winkelman, who is a citizen of the Netherlands. Philip R. Berlinski is also a citizen of Belgium and the United Kingdom, and Adebayo O. Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.

 

Name		Present Principal Occupation
David M. Solomon		Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc.
Philip R. Berlinski		Global Treasurer of The Goldman Sachs Group, Inc.
M. Michele Burns		Former Chairman and Chief Executive Officer, Mercer LLC; Former Chief Financial Officer of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc.
Denis P. Coleman III		Chief Financial Officer of The Goldman Sachs Group, Inc.
Drew G. Faust		Professor and Former President of Harvard University
Mark A. Flaherty		Former Vice Chairman, Wellington Management Company
Sheara J. Fredman		Chief Accounting Officer of The Goldman Sachs Group, Inc.
Kimberley D. Harris		Executive Vice President of Comcast Corporation; Executive Vice President and General Counsel of NBCUniversal
Ellen J. Kullman		President and Chief Executive Officer of Carbon, Inc.
Brian J. Lee		Chief Risk Officer of The Goldman Sachs Group, Inc.
Lakshmi N. Mittal		Executive Chairman of ArcelorMittal S.A.
Adebayo O. Ogunlesi		Chairman and Managing Partner of Global Infrastructure Partners
Peter Oppenheimer		Former Senior Vice President and Chief Financial Officer of Apple, Inc.
John F.W. Rogers		Executive Vice President of The Goldman Sachs Group, Inc.
Kathryn H. Ruemmler		Executive Vice President, Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc.
Laurence Stein		Chief Administrative Officer of The Goldman Sachs Group, Inc.
Jan E. Tighe		Former Vice Admiral, United States Navy
Jessica R. Uhl		Chief Financial Officer of Royal Dutch Shell plc
David A. Viniar		Former Chief Financial Officer of The Goldman Sachs Group, Inc.
John E. Waldron		President and Chief Operating Officer of The Goldman Sachs Group, Inc.
Mark O. Winkelman		Private Investor

 

 

SCHEDULE II-A

 

The name and principal occupation of each member of the Goldman Sachs Asset Management Corporate Investment Committee, which exercises the authority of Goldman Sachs & Co. LLC in managing GS Capital Partners VI, GS Capital Partners VI Offshore Fund, GS Capital Partners VI Parallel, GS Capital Partners VI GrnbH, MBD 2011 Holdings, Bridge Street 2011 Offshore, Bridge Street 2011, West Street Energy Partners, West Street Energy Partners Offshore Holding-B, West Street Energy Partners Offshore, MBD 2013 and MBD 2013 Offshore.

 

The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of Joe DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104. The business address of each of Michael Bruun, James Reynolds, Michele Titi-Cappelli and Jose Barreto is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of each of Stephanie Hui and Michael Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.

 

All members listed below are United States citizens, except as follows: Stephanie Hui and Julian Salisbury are citizens of the United Kingdom; James Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Nicole Agnew, Chris Kojima and Gregory Olafson are citizens of Canada; Michele Titi-Cappelli is a citizen of Italy; Michael Hui is a citizen of the People’s Republic of China (Hong Kong permanent resident); Jose Barreto is a citizen of Portugal; and Michael Bruun is a citizen of Denmark.

 

Name		Present Principal Occupation
Richard A. Friedman		Managing Director of Goldman Sachs & Co. LLC
Nicole Agnew		Managing Director of Goldman Sachs & Co. LLC
Michael Bruun		Managing Director of Goldman Sachs International
Thomas G. Connolly		Managing Director of Goldman Sachs & Co. LLC
Christopher A. Crampton		Managing Director of Goldman Sachs & Co. LLC
Joe DiSabato		Managing Director of Goldman Sachs & Co. LLC
Charles H. Gailliot		Managing Director of Goldman Sachs & Co. LLC
Bradley J. Gross		Managing Director of Goldman Sachs & Co. LLC
Stephanie Hui		Managing Director of Goldman Sachs (Asia) L.L.C.
Adrian M. Jones		Managing Director of Goldman Sachs & Co. LLC
Michael E. Koester		Managing Director of Goldman Sachs & Co. LLC
Scott Lebovitz		Managing Director of Goldman Sachs & Co. LLC
Jo Natauri		Managing Director of Goldman Sachs & Co. LLC
James Reynolds		Managing Director of Goldman Sachs International
David Thomas		Managing Director of Goldman Sachs & Co. LLC
Anthony Arnold		Managing Director of Goldman Sachs & Co. LLC
Michele Titi-Cappelli		Managing Director of Goldman Sachs International
Laurie Schmidt		Managing Director of Goldman Sachs & Co. LLC
Milton Millman		Managing Director of Goldman Sachs & Co. LLC
Julian Salisbury		Managing Director of Goldman Sachs & Co. LLC
Chris Kojima		Managing Director of Goldman Sachs & Co. LLC
Harvey Shapiro		Managing Director of Goldman Sachs & Co. LLC
Danielle Natoli		Managing Director of Goldman Sachs & Co. LLC
Carmine Venezia		Managing Director of Goldman Sachs & Co. LLC
Thomas McAndrew		Managing Director of Goldman Sachs & Co. LLC
Kenneth Pontarelli		Managing Director of Goldman Sachs & Co. LLC
Michael Hui		Managing Director of Goldman Sachs (Asia) L.L.C.
Jose Baretto		Managing Director of Goldman Sachs International
Leonard Seevers		Managing Director of Goldman Sachs & Co. LLC
Gregory Olafson		Managing Director of Goldman Sachs & Co. LLC

 

SCHEDULE II-B

 

The name, position and present principal occupation of each executive officer and director of (i) GSW, (ii) GSCP VI Advisors, the sole general partner of GS Capital Partners VI, (iii) GSCP VI Offshore Advisors, the sole general partner of GS Capital Partners VI Offshore Fund, (iv) GS Advisors VI, the sole general partner of GS Capital Partners VI Parallel, (v) Goldman Sachs Management GP, the sole general partner of GS Capital Partners VI GmbH, (vi) MBD 2011 Offshore Advisors, the sole general partner of MBD 2011 Holdings and Bridge Street 2011 Offshore, (vii) Bridge Street Opportunity Advisors, the sole general partner of Bridge Street 2011, (viii) Broad Street Energy Advisors, the sole general partner of West Street Energy Partners, West Street Energy Partners Offshore Holding-B and West Street Energy Partners Offshore and (ix) MBD Advisors, the sole general partner of MBD 2013 and MBD 2013 Offshore, are set forth below.

 

The business address for all the executive officers listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of each of Joseph P. DiSabato, Mark Midle, Jason Kreuziger, and David Campbell is 555 California Street, San Francisco, CA 94104. The business address of each of Oksana Beard, David Bell, Justin Betzen, Katherine Bloom, Michael Dalton, Michael Watts, Christopher (Chance) Monroe, Kyle Kendall, James Huckaby, Christopher Nelson, Clayton Wilmer and Daniel Farrar is 2001 Ross Avenue, Suite 2800, Dallas, TX 75201. The business address of Johanna Volpi is 30 Hudson Street, Jersey City, NJ 07302. The business address of each of David Miller, Taylor Mefford and Gregory Watts is 11605 Haynes Bridge Rd. Suite 695, Alpharetta, GA 30009. The business address of Ryan Flanagan is 8105 Irvine Center Dr #560, Irvine, CA 92618. The business address of Michael Bruun is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of each of York Shin Lim Voon Kee, Chan Quet Yew Chan Hon Sen and Teddy Lo Seen Chong is Intercontinental Trust Limited, Level 3, Alexander House, 35 Cybercity, Ebene 72201, Mauritius. The business address of Takuma Higuchi is Roppongi Hills Mori Tower, 6-10-1, Roppongi, Minato-ku, Tokyo 106-6147, Japan.

 

All executive officers listed below are United States citizens, except as follows: Cedric Lucas is a citizen of France; Adrian M. Jones is a citizen of Ireland; Anthony Arnold is a citizen of the United Kingdom; Harsh Nanda is a citizen of India; David Campbell is a citizen of Australia; Nicole Agnew, Gregory Olafson, Chris Kojima and Sebastien Gagnon are citizens of Canada; Michael Bruun is a citizen of Denmark; York Shin Lim Voon Kee and Chan Quet Yew Chan Hon Sen are citizens of the Republic of Mauritius; Takuma Higuchi is a citizen of Japan; and Teddy Lo Seen Chong is a citizen of the Republic of Mauritius and Canada.

 

 

NAME		POSITION		PRESENT PRINCIPAL OCCUPATION
Richard A. Friedman		President		Managing Director of Goldman Sachs & Co. LLC
Nicole Agnew		Vice President		Managing Director of Goldman Sachs & Co. LLC
Anthony Arnold		Vice President		Managing Director of Goldman Sachs & Co. LLC
Alex Chi		Vice President		Managing Director of Goldman Sachs & Co. LLC
Darren Cohen		Vice President		Managing Director of Goldman Sachs & Co. LLC
Thomas G. Connolly		Vice President		Managing Director of Goldman Sachs & Co. LLC
Christopher A. Crampton		Vice President		Managing Director of Goldman Sachs & Co. LLC
Joseph P. DiSabato		Vice President		Managing Director of Goldman Sachs & Co. LLC
Jeffrey M. Fine		Vice President		Managing Director of Goldman Sachs & Co. LLC
Charles H. Gailliot		Vice President		Managing Director of Goldman Sachs & Co. LLC
Bradley J. Gross		Vice President		Managing Director of Goldman Sachs & Co. LLC
Adrian M. Jones		Vice President		Managing Director of Goldman Sachs & Co. LLC
Alan S. Kava		Vice President		Managing Director of Goldman Sachs & Co. LLC
Michael E. Koester		Vice President		Managing Director of Goldman Sachs & Co. LLC
Scott Lebovitz		Vice President		Managing Director of Goldman Sachs & Co. LLC
David Miller		Vice President		Managing Director of Goldman Sachs & Co. LLC
Hillel Moerman		Vice President		Managing Director of Goldman Sachs & Co. LLC
Jo Natauri		Vice President		Managing Director of Goldman Sachs & Co. LLC
Gregory Olafson		Vice President		Managing Director of Goldman Sachs & Co. LLC
Kenneth Pontarelli		Vice President		Managing Director of Goldman Sachs & Co. LLC
Laurie E. Schmidt		Vice President & Treasurer		Managing Director of Goldman Sachs & Co. LLC
Leonard Seevers		Vice President		Managing Director of Goldman Sachs & Co. LLC
Gaurav Seth		Vice President		Managing Director of Goldman Sachs & Co. LLC
Michael Ungari		Vice President		Managing Director of Goldman Sachs & Co. LLC
Vikas Agrawal		Vice President		Managing Director of Goldman Sachs & Co. LLC
Daniel Alger		Vice President		Managing Director of Goldman Sachs & Co. LLC
Kirsten Anthony (Hagen)		Vice President		Managing Director of Goldman Sachs & Co. LLC
Patrick Armstrong		Vice President		Managing Director of Goldman Sachs & Co. LLC

 

 

 

 

NAME		POSITION		PRESENT PRINCIPAL OCCUPATION
Oksana Beard		Vice President		Managing Director of Goldman Sachs & Co. LLC
David Bell		Vice President		Managing Director of Goldman Sachs & Co. LLC
Allison Beller		Vice President		Managing Director of Goldman Sachs & Co. LLC
Jeffrey Bernstein		Vice President		Managing Director of Goldman Sachs & Co. LLC
Justin Betzen		Vice President		Managing Director of Goldman Sachs & Co. LLC
Katherine Bloom		Vice President		Managing Director of Goldman Sachs & Co. LLC
Jeff Boyd		Vice President		Managing Director of Goldman Sachs & Co. LLC
Steven Budig		Vice President		Managing Director of Goldman Sachs & Co. LLC
David Campbell		Vice President		Managing Director of Goldman Sachs & Co. LLC
David Castelblanco		Vice President		Managing Director of Goldman Sachs & Co. LLC
Omar Chaudhary		Vice President		Managing Director of Goldman Sachs & Co. LLC
Alexander Cheek		Vice President		Managing Director of Goldman Sachs & Co. LLC
William Chen		Vice President		Managing Director of Goldman Sachs & Co. LLC
Michael Dalton		Vice President		Managing Director of Goldman Sachs & Co. LLC
Dirk Degenaars		Vice President		Managing Director of Goldman Sachs & Co. LLC
Johanna Diaz		Vice President		Managing Director of Goldman Sachs & Co. LLC
Terence Doherty		Vice President		Managing Director of Goldman Sachs & Co. LLC
Ryan Flanagan		Vice President		Managing Director of Goldman Sachs & Co. LLC
Sebastien Gagnon		Vice President		Managing Director of Goldman Sachs & Co. LLC
Andrea Gift		Vice President		Managing Director of Goldman Sachs & Co. LLC
Philip Grovit		Vice President		Managing Director of Goldman Sachs & Co. LLC
Ashwin Gupta		Vice President		Managing Director of Goldman Sachs & Co. LLC
James Huckaby		Vice President		Managing Director of Goldman Sachs & Co. LLC
Jonathan Hunt		Vice President		Managing Director of Goldman Sachs & Co. LLC
Kyle Kendall		Vice President		Managing Director of Goldman Sachs & Co. LLC
Christopher Kojima		Vice President		Managing Director of Goldman Sachs & Co. LLC
Jason Kreuziger		Vice President		Managing Director of Goldman Sachs & Co. LLC
Lee Levy		Vice President		Managing Director of Goldman Sachs & Co. LLC
Christina Sun Li		Vice President		Managing Director of Goldman Sachs & Co. LLC
Cedric Lucas		Vice President		Managing Director of Goldman Sachs & Co. LLC
Taylor Mefford		Vice President		Managing Director of Goldman Sachs & Co. LLC
Mark Midle		Vice President		Managing Director of Goldman Sachs & Co. LLC
Christopher Monroe		Vice President		Managing Director of Goldman Sachs & Co. LLC
Antoine Munfa		Vice President		Managing Director of Goldman Sachs & Co. LLC
Harsh Nanda		Vice President		Managing Director of Goldman Sachs & Co. LLC

 

 

 

 

NAME		POSITION		PRESENT PRINCIPAL OCCUPATION
Christopher Nelson		Vice President		Managing Director of Goldman Sachs & Co. LLC
Jeff Possick		Vice President		Managing Director of Goldman Sachs & Co. LLC
Andrew Rhee		Vice President		Managing Director of Goldman Sachs & Co. LLC
Brady Schuck		Vice President		Managing Director of Goldman Sachs & Co. LLC
Gabriella Skirnick		Vice President		Managing Director of Goldman Sachs & Co. LLC
Cleaver Sower		Vice President		Managing Director of Goldman Sachs & Co. LLC
Holger Staude		Vice President		Managing Director of Goldman Sachs & Co. LLC
Joseph Sumberg		Vice President		Managing Director of Goldman Sachs & Co. LLC
Peter Vermette		Vice President		Managing Director of Goldman Sachs & Co. LLC
Sherry Wang		Vice President		Managing Director of Goldman Sachs & Co. LLC
Gregory Watts		Vice President		Managing Director of Goldman Sachs & Co. LLC
Letitia Webster		Vice President		Managing Director of Goldman Sachs & Co. LLC
Mark Wetzel		Vice President		Managing Director of Goldman Sachs & Co. LLC
Andrew White		Vice President		Managing Director of Goldman Sachs & Co. LLC
Charles Cognata		Vice President		Managing Director of Goldman Sachs & Co. LLC
William Y. Eng		Vice President		Vice President of Goldman Sachs & Co. LLC
Scott Kilpatrick		Vice President		Vice President of Goldman Sachs & Co. LLC
Michael Watts		Vice President		Managing Director of Goldman Sachs & Co. LLC
Clayton Wilmer		Vice President		Managing Director of Goldman Sachs & Co. LLC
Carey Ziegler		Vice President & Secretary		Managing Director of Goldman Sachs & Co. LLC
David Thomas		Vice President, Assistant Secretary & Assistant General Counsel		Managing Director of Goldman Sachs & Co. LLC
Getty Chin		Vice President & Assistant Treasurer		Managing Director of Goldman Sachs & Co. LLC
Daniel Farrar		Vice President & Assistant Treasurer		Vice President of Goldman Sachs & Co. LLC
Kirsten Frivold Imohiosen		Vice President & Assistant Treasurer		Managing Director of Goldman Sachs & Co. LLC
Larry Kleinman		Vice President & Assistant Treasurer		Managing Director of Goldman Sachs & Co. LLC
Harvey Shapiro		Vice President & Assistant Treasurer		Managing Director of Goldman Sachs & Co. LLC
Johanna Volpi		Vice President & Assistant Treasurer		Vice President of Goldman Sachs & Co. LLC
Michael J. Perloff		Vice President		Managing Director of Goldman Sachs & Co. LLC
Kerri Bagnaturo		Vice President		Vice President of Goldman Sachs & Co. LLC
Michael Schramm		Managing Director		Managing Director of Goldman Sachs International
Michael Bruun		Managing Director		Managing Director of Goldman Sachs International
Takuma Higuchi		Vice President		Vice President of Goldman Sachs Japan Co., Ltd.
York Shin Lim Voon Kee		Chief Executive Officer		Chief Executive Officer of Intercontinental Trust Ltd.
Teddy Lo Seen Chong		Finance Director		Finance Director of Intercontinental Trust Ltd.
Chan Quet Yew Chan Hon Sen		Partner		Partner of Andersen (Mauritius) Ltd.

 

SCHEDULE III

 

On October 22, 2020, The Goldman Sachs Group, Inc. (“GS Group”) entered into an order instituting cease and desist proceedings with the SEC, which alleged GS Group failed to reasonably maintain a sufficient system of internal accounting controls between 2012 and 2015 with respect to the process by which it reviewed and approved the commitment of firm capital in large, significant and complex transitions, such as the three bond offerings for 1Malaysia Development Berhad (“1MDB”), and that documentation prepared in connection with the 1MDB transactions did not accurately reflect certain aspects of the bond offerings, including the involvement of a third party intermediary in the offerings. GS Group has agreed to pay a civil money penalty in the amount of $400,000,000 and disgorgement of $606,300,000.