Filing Details

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

Schedule 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

 

Fluence Energy, Inc.

(Name of Issuer)

Class A common stock, $0.00001 par value

(Title of Class of Securities)

34379V103

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

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

The information required in 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 (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. 34379V103		Schedule 13G

 

1		Names of Reporting Persons    SPT Invest Management Sarl
2		Check the Appropriate Box if a Member of a Group  (a) ☒  (b) ☐
3		SEC Use Only
4		Citizenship or Place of Organization    Luxembourg

Number of Shares  Beneficially  Owned by Each Reporting Person With				5		Sole Voting Power    0
				6		Shared Voting Power    11,761,131
				7		Sole Dispositive Power    0
				8		Shared Dispositive Power    11,761,131

9		Aggregate Amount Beneficially Owned by Each Reporting Person    11,761,131
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares    ☐
11		Percent of Class Represented by Amount in Row 9    9.3%
12		Type of Reporting Person    OO

 

2

CUSIP No. 34379V103		Schedule 13G

 

1		Names of Reporting Persons    Siemens Pension-Trust e.V.
2		Check the Appropriate Box if a Member of a Group  (a) ☒  (b) ☐
3		SEC Use Only
4		Citizenship or Place of Organization    Germany

Number of Shares  Beneficially  Owned by Each Reporting Person With				5		Sole Voting Power    0
				6		Shared Voting Power    11,761,131
				7		Sole Dispositive Power    0
				8		Shared Dispositive Power    11,761,131

9		Aggregate Amount Beneficially Owned by Each Reporting Person    11,761,131
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares    ☐
11		Percent of Class Represented by Amount in Row 9    9.3%
12		Type of Reporting Person    OO

 

3

CUSIP No. 34379V103		Schedule 13G

 

1		Names of Reporting Persons    Siemens AG
2		Check the Appropriate Box if a Member of a Group  (a) ☒  (b) ☐
3		SEC Use Only
4		Citizenship or Place of Organization    Germany

Number of Shares  Beneficially  Owned by Each Reporting Person With				5		Sole Voting Power    39,738,064
				6		Shared Voting Power    11,761,131
				7		Sole Dispositive Power    39,738,064
				8		Shared Dispositive Power    11,761,131

9		Aggregate Amount Beneficially Owned by Each Reporting Person    51,499,195
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares    ☐
11		Percent of Class Represented by Amount in Row 9    40.9%
12		Type of Reporting Person    OO

 

4

CUSIP No. 34379V103		Schedule 13G

 

ITEM 1. (a)

Name of Issuer:

Fluence Energy, Inc. (the Issuer).

 

(b)

Address of Issuers Principal Executive Offices:

4601 Fairfax Drive, Suite 600

Arlington, Virginia 22203

 

ITEM 2. (a)

Name of Person Filing:

This statement is filed on behalf of SPT Invest Management Sarl (SPT IM), Siemens Pension-Trust e.V. (Siemens e.V.) and Siemens AG (SAG).

 

(b)

Address or Principal Business Office:

The business address of SPT IM is 21 Rue Edmond Reuter, Contern Luxembourg 5326. The business address of Siemens e.V. is Wittelsbacher Platz 2, 80333 Munich, Germany. The business address of SAG is Werner-von-Siemens-Strasse 1, 80333 Munich, Germany.

 

(c)

Citizenship of each Reporting Person is:

SPT IM is organized under the laws of Luxembourg. SAG and Siemens e.V. are organized under the laws of Germany.

 

(d)

Title of Class of Securities:

Class A common stock, $0.00001 par value (Class A Common Stock).

 

(e)

CUSIP Number:

34379V103

 

ITEM 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

 

5

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:

 

ITEM 4.

Ownership.

(a) Amount beneficially owned:

The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G is incorporated by reference in its entirety into this Item 4.

SAG is the record holder of 39,738,064 shares of Class A Common Stock and SPT IM is the record holder of 11,761,131 shares of Class A Common Stock. SPT IM is a wholly owned subsidiary of Siemens e.V. and Siemens e.V. may be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by SPT IM. SAG is an affiliate of Siemens e.V. and may be deemed to share beneficial ownership of the shares of Class A Common Stock beneficially owned by Siemens e.V. Such beneficial ownership represents in the aggregate 40.9% of the total Class A Common Stock of the Issuer outstanding, based on 125,990,935 shares of Class A Common Stock of the Issuer outstanding as of December 7, 2023, as reflected in the Issuers Prospectus Supplement, which was filed with the Securities and Exchange Commission on December 7, 2023.

The Reporting Persons, AES Grid Stability, LLC and Qatar Holding LLC (collectively, the Stockholders) are parties to a Stockholder Agreement (the Stockholder Agreement), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.

By virtue of the Stockholder Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a group with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Based in part on information provided by or on behalf of such other Stockholders, as of December 31, 2023, such a group would be deemed to beneficially own an aggregate of 117,666,665 shares of Class A Common Stock, or 66.3% of the Class A Common Stock of the Issuer, calculated pursuant to Rule 13d-3. The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement. Certain entities affiliated with the other Stockholders are separately making Schedule 13G filings reporting their beneficial ownership of shares of Class A Common Stock.

 

(b)

Percent of Class:

See responses to Item 11 on each cover page and Item 4(a) above.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page and Item 4(a) above.

 

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page and Item 4(a) above.

 

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page and Item 4(a) above.

 

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page and Item 4(a) above.

 

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ITEM 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group.

See Item 4(a) above.

 

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

 

ITEM 10.

Certification.

Not applicable.

 

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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.

Date: February 9, 2024

 

LIST OF EXHIBITS

 

Exhibit No.		Description
1		Joint Filing Agreement.