SC 13G

Name of Reporting Persons

Decarbonization Plus Acquisition Sponsor, LLC

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

SC 13G 1 d14724dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

Decarbonization Plus Acquisition Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

242797108

(CUSIP Number)

December 31, 2020

(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 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 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. 242797108

(1)

The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-248958).

(2)	Does not include 5,283,879 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

(3)	The percentage set forth in Row 11 of this Cover Page is based on the 28,322,502 shares of the Issuer’s common stock outstanding as of December 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 2, 2020.

CUSIP No. 242797108

(1)

(2)	Does not include 5,283,879 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

(3)	The percentage set forth in Row 11 of this Cover Page is based on the 28,322,502 shares of the Issuer’s common stock outstanding as of December 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 2, 2020.

CUSIP No. 242797108

(1)

(2)	Does not include 5,283,879 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

(3)	The percentage set forth in Row 11 of this Cover Page is based on the 28,322,502 shares of the Issuer’s common stock outstanding as of December 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 2, 2020.

CUSIP No. 242797108

(1)

(2)	Does not include 5,283,879 shares of the Issuer’s Class A common stock which may be purchased by exercising warrants that are not presently exercisable.

(3)	The percentage set forth in Row 11 of this Cover Page is based on the 28,322,502 shares of the Issuer’s common stock outstanding as of December 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 2, 2020.

Item 1.

(a)

Name of Issuer:

Decarbonization Plus Acquisition Corporation (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

2744 Sand Hill Road

Menlo Park, CA 94025

Item 2.

(a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Decarbonization Plus Acquisition Sponsor, LLC (“Sponsor”)

Riverstone Holdings LLC (“Riverstone”)

David M. Leuschen

Pierre F. Lapeyre, Jr.

(b)

Address or Principal Business Office:

The address of each of the Reporting Persons is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th

Floor, New York, NY 10019.

(c)

Citizenship of each Reporting Person is:

Both the Sponsor and Riverstone are organized in the State of Delaware. David M. Leuschen and Pierre F.

Lapeyre, Jr. are each citizens of the United States.

(d)

Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).

(e)

CUSIP Number:

242797108

Item 3.

Not applicable.

Item 4.

Ownership.

(a)-(c)

The ownership information presented below represents beneficial ownership of shares of Class A Common Stock of the Issuer as of December 31, 2020, based upon 28,322,502 shares of Class A Common Stock outstanding as of December 2, 2020 and assumes the conversion of the Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”) of the Issuer held by the Reporting Persons into shares of Class A Common Stock on a one-to-one basis.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Silver Run Sponsor II, LLC		4,591,708		16.2	%		0		4,591,708		0		4,591,708
Riverstone Holdings LLC		4,591,708		16.2	%		0		4,591,708		0		4,591,708
David M. Leuschen		4,591,708		16.2	%		0		4,591,708		0		4,591,708
Pierre F. Lapeyre Jr.		4,591,708		16.2	%		0		4,591,708		0		4,591,708

Sponsor is the record holder of 4,591,708 shares of Class B Common Stock. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone, which is the sole and managing member of Sponsor. As a result, each of these persons and entities may be deemed to share beneficial ownership of the shares held by Sponsor. Each such person or entity disclaims any such beneficial ownership.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

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.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

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 12, 2021	DECARBONIZATION PLUS ACQUISITION SPONSOR, LLC

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Managing Director

	RIVERSTONE HOLDINGS LLC

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Authorized Person

	/s/ Peter Haskopoulos, attorney-in-fact
	David M. Leuschen

	/s/ Peter Haskopoulos, attorney-in-fact
	Pierre F. Lapeyre, Jr.

LIST OF EXHIBITS


Exhibit No.		Description

24		Power of Attorney

99		Joint Filing Agreement.

SEC Form SC 13G filed