UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
SWITCHBACK ENERGY ACQUISITION CORPORATION
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87105M 102
(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. 87105M 102 | 13G | Page 2 of 19 Pages |
| 1 |
Name of Reporting Person
NGP Switchback, LLC |
| 2 |
Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☒ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person with | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
7,732,941 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
7,732,941 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,732,941 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ (2) |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.7% (3) |
| 12 |
Type of Reporting Person
OO (Limited Liability Company) |
| (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. 333-232501). |
| (2) | Does not include 5,521,568 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 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021. |
| CUSIP No. 87105M 102 | 13G | Page 3 of 19 Pages |
| 1 |
Name of Reporting Person
Scott K. McNeill |
| 2 |
Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☒ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
United States |
| Number of Shares Beneficially Owned by Each Reporting Person with | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
7,732,941 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
7,732,941 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,732,941 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ (2) |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.7% (3) |
| 12 |
Type of Reporting Person
IN |
| (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. 333-232501). |
| (2) | Does not include 5,521,568 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 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021. |
| CUSIP No. 87105M 102 | 13G | Page 4 of 19 Pages |
| 1 |
Name of Reporting Person
James E. Mutrie |
| 2 |
Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☒ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
United States |
| Number of Shares Beneficially Owned by Each Reporting Person with | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
7,732,941 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
7,732,941 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,732,941 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ (2) |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.7% (3) |
| 12 |
Type of Reporting Person
IN |
| (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. 333-232501). |
| (2) | Does not include 5,521,568 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 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021. |
| CUSIP No. 87105M 102 | 13G | Page 5 of 19 Pages |
| 1 |
Name of Reporting Person
Christopher G. Carter |
| 2 |
Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☒ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
United States |
| Number of Shares Beneficially Owned by Each Reporting Person with | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
7,732,941 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
7,732,941 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,732,941 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ (2) |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.7% (3) |
| 12 |
Type of Reporting Person
IN |
| (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. 333-232501). |
| (2) | Does not include 5,521,568 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 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021. |
| CUSIP No. 87105M 102 | 13G | Page 6 of 19 Pages |
| 1 |
Name of Reporting Person
Scott Gieselman |
| 2 |
Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☒ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
United States |
| Number of Shares Beneficially Owned by Each Reporting Person with | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
7,732,941 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
7,732,941 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,732,941 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ (2) |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.7% (3) |
| 12 |
Type of Reporting Person
IN |
| (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. 333-232501). |
| (2) | Does not include 5,521,568 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 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021. |
| CUSIP No. 87105M 102 | 13G | Page 7 of 19 Pages |
| 1 |
Name of Reporting Person
Sam Stoutner |
| 2 |
Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☒ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
United States |
| Number of Shares Beneficially Owned by Each Reporting Person with | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
7,732,941 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
7,732,941 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,732,941 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ (2) |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.7% (3) |
| 12 |
Type of Reporting Person
IN |
| (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. 333-232501). |
| (2) | Does not include 5,521,568 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 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021. |
| CUSIP No. 87105M 102 | 13G | Page 8 of 19 Pages |
| 1 |
Name of Reporting Person
NGP ETP III Investments, LLC |
| 2 |
Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☒ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person with | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
7,732,941 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
7,732,941 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,732,941 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ (2) |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.7% (3) |
| 12 |
Type of Reporting Person
OO (Limited Liability Company) |
| (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. 333-232501). |
| (2) | Does not include 5,521,568 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 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021. |
| CUSIP No. 87105M 102 | 13G | Page 9 of 19 Pages |
| 1 |
Name of Reporting Person
NGP XII US Holdings, L.P. |
| 2 |
Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☒ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person with | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
7,732,941 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
7,732,941 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,732,941 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ (2) |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.7% (3) |
| 12 |
Type of Reporting Person
PN (Limited Partnership) |
| (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. 333-232501). |
| (2) | Does not include 5,521,568 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 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021. |
| CUSIP No. 87105M 102 | 13G | Page 10 of 19 Pages |
| 1 |
Name of Reporting Person
NGP XII Holdings GP, L.L.C. |
| 2 |
Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☒ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person with | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
7,732,941 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
7,732,941 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,732,941 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ (2) |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.7% (3) |
| 12 |
Type of Reporting Person
OO (Limited Liability Company) |
| (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. 333-232501). |
| (2) | Does not include 5,521,568 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 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021. |
| CUSIP No. 87105M 102 | 13G | Page 11 of 19 Pages |
| 1 |
Name of Reporting Person
NGP Natural Resources XII, L.P. |
| 2 |
Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☒ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person with | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
7,732,941 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
7,732,941 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,732,941 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ (2) |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.7% (3) |
| 12 |
Type of Reporting Person
PN (Limited Partnership) |
| (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. 333-232501). |
| (2) | Does not include 5,521,568 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 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021. |
| CUSIP No. 87105M 102 | 13G | Page 12 of 19 Pages |
| 1 |
Name of Reporting Person
G.F.W. Energy XII, L.P. |
| 2 |
Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☒ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person with | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
7,732,941 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
7,732,941 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,732,941 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ (2) |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.7% (3) |
| 12 |
Type of Reporting Person
PN (Limited Partnership) |
| (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. 333-232501). |
| (2) | Does not include 5,521,568 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 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021. |
| CUSIP No. 87105M 102 | 13G | Page 13 of 19 Pages |
| 1 |
Name of Reporting Person
GFW XII, L.L.C. |
| 2 |
Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☒ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person with | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
7,732,941 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
7,732,941 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,732,941 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ (2) |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.7% (3) |
| 12 |
Type of Reporting Person
OO (Limited Liability Company) |
| (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. 333-232501). |
| (2) | Does not include 5,521,568 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 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021. |
| CUSIP No. 87105M 102 | 13G | Page 14 of 19 Pages |
| 1 |
Name of Reporting Person
NGP Energy Capital Management, L.L.C. |
| 2 |
Check the Appropriate Box if a Member of a Group
(a): ☐ (b): ☒ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Texas |
| Number of Shares Beneficially Owned by Each Reporting Person with | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
7,732,941 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
7,732,941 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,732,941 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☒ (2) |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.7% (3) |
| 12 |
Type of Reporting Person
OO (Limited Liability Company) |
| (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. 333-232501). |
| (2) | Does not include 5,521,568 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 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021. |
| CUSIP No. 87105M 102 | 13G | Page 15 of 19 Pages |
| Item 1(a). | NAME OF ISSUER |
Switchback Energy Acquisition Corporation (the “Issuer”)
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
5949 Sherry Lane, Suite 1010, Dallas, TX 75225
| Item 2(a). | NAME OF PERSON FILING |
This Schedule 13G is being jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1, by the following entities and persons, all of whom are together referred to herein as the “Reporting Persons”:
| (i) | NGP Switchback, LLC, a Delaware limited liability company; |
| (ii) | Scott K. McNeill; |
| (iii) | James E. Mutrie; |
| (iv) | Christopher G. Carter; |
| (v) | Scott Gieselman; |
| (vi) | Sam Stoutner; |
| (vii) | NGP ETP III Investments LLC, a Delaware limited liability company; |
| (viii) | NGP XII US Holdings, L.P., a Delaware limited partnership; |
| (ix) | NGP XII Holdings GP, L.L.C., a Delaware limited liability company; |
| (x) | NGP Natural Resources XII, L.P., a Delaware limited partnership; |
| (xi) | G.F.W. Energy XII, L.P., a Delaware limited partnership; |
| (xii) | GFW XII, L.L.C., a Delaware limited liability company; and |
| (xiii) | NGP Energy Capital Management, L.L.C., a Texas limited liability company. |
NGP Switchback, LLC is the record holder of the shares reported herein. Scott K. McNeill is a manager and the Chief Executive Officer and Chief Financial Officer of NGP Switchback, LLC. James E. Mutrie is a manager and the Chief Commercial Officer, General Counsel and Secretary of NGP Switchback, LLC. Christopher G. Carter, Scott Gieselman and Sam Stoutner are managers of NGP Switchback, LLC. In addition, NGP ETP III Investments, LLC directly owns a majority of the limited liability company interests of NGP Switchback, LLC. NGP XII US Holdings, L.P. is the sole member of NGP ETP III Investments, LLC, NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C.
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons expressly declare that the filing of this schedule shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person, and such beneficial ownership is expressly disclaimed.
| CUSIP No. 87105M 102 | 13G | Page 16 of 19 Pages |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
The address of the principal business office of each of the Reporting Persons is 5949 Sherry Lane, Suite 1010, Dallas, TX 75225.
| Item 2(c). | CITIZENSHIP |
| (i) | NGP Switchback, LLC – Delaware |
| (ii) | Scott K. McNeill – United States |
| (iii) | James E. Mutrie – United States |
| (iv) | Christopher G. Carter – United States |
| (v) | Scott Gieselman – United States |
| (vi) | Sam Stoutner – United States |
| (vii) | NGP ETP III Investments, LLC - Delaware |
| (viii) | NGP XII US Holdings, L.P. – Delaware |
| (ix) | NGP XII Holdings GP, L.L.C. – Delaware |
| (x) | NGP Natural Resources XII, L.P. – Delaware |
| (xi) | G.F.W. Energy XII, L.P. – Delaware |
| (xii) | GFW XII, L.L.C. – Delaware |
| (xiii) | NGP Energy Capital Management, L.L.C. – Texas |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”)
| Item 2(e). | CUSIP NUMBER |
The CUSIP number of the Class A Common Stock is 87105M 102.
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
Not applicable.
| Item 4. | OWNERSHIP. |
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The percentages used in this Schedule 13G are calculated based upon the 39,264,704 shares of the Issuer’s common stock outstanding as of February 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 10, 2021.
| CUSIP No. 87105M 102 | 13G | Page 17 of 19 Pages |
| 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 OR CONTROL PERSON |
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.
| CUSIP No. 87105M 102 | 13G | Page 18 of 19 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 16, 2021
| NGP SWITCHBACK, LLC | ||
| /s/ Scott K. McNeill | ||
| Name: | Scott K. McNeill | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
| SCOTT K. MCNEILL | ||
| /s/ Scott K. McNeill | ||
| Scott K. McNeill | ||
| JAMES E. MUTRIE | ||
| /s/ James E. Mutrie | ||
| James E. Mutrie | ||
| CHRISTOPHER G. CARTER | ||
| /s/ Christopher G. Carter | ||
| Christopher G. Carter | ||
| SCOTT GIESELMAN | ||
| /s/ Scott Gieselman | ||
| Scott Gieselman | ||
| SAM STOUTNER | ||
| /s/ Sam Stoutner | ||
| Sam Stoutner | ||
| NGP ETP III INVESTMENTS, LLC | ||
| /s/ Christopher G. Carter | ||
| Name: | Christopher G. Carter | |
| Title: | Authorized Person | |
| CUSIP No. 87105M 102 | 13G | Page 19 of 19 Pages |
| NGP XII US HOLDINGS, L.P. | ||
| By: NGP XII Holdings GP, L.L.C., its general partner | ||
| /s/ Christopher G. Carter | ||
| Name: | Christopher G. Carter | |
| Title: | Authorized Person | |
| NGP XII HOLDINGS GP, L.L.C. | ||
| /s/ Christopher G. Carter | ||
| Name: | Christopher G. Carter | |
| Title: | Authorized Person | |
| NGP NATURAL RESOURCES XII, L.P. | ||
| By: G.F.W. Energy XII, L.P., its general partner | ||
| By: GFW XII, L.L.C., its general partner | ||
| /s/ Christopher G. Carter | ||
| Name: | Christopher G. Carter | |
| Title: | Authorized Person | |
| G.F.W. ENERGY XII, L.P. | ||
| By: GFW XII, L.L.C., its general partner | ||
| /s/ Christopher G. Carter | ||
| Name: | Christopher G. Carter | |
| Title: | Authorized Person | |
| GFW XII, L.L.C. | ||
| /s/ Christopher G. Carter | ||
| Name: | Christopher G. Carter | |
| Title: | Authorized Person | |
| NGP ENERGY CAPITAL MANAGEMENT, L.L.C. | ||
| /s/ Christopher G. Carter | ||
| Name: | Christopher G. Carter | |
| Title: | Authorized Person | |