clea21a2_final.htm - Generated by SEC Publisher for SEC Filing

SC 13G/A 1 clea21a2_final.htm clea21a2_final.htm - Generated by SEC Publisher for SEC Filing

CUSIP NO. 18539C204 13G Page 1 of 11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Clearway Energy, Inc.

(Name of Issuer)

Class C Common Stock, par value $0.01

(Title of Class of Securities)

18539C204

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

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

filed:

[X] 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. 18539C204 13G Page 2 of 11

1. NAMES OF REPORTING PERSONS.

ClearBridge Investments Limited

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X

(b)

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

Australian Corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER

(See Item 4)

6. SHARED VOTING POWER

(See Item 4)

7. SOLE DISPOSITIVE POWER

(See Item 4)

8. SHARED DISPOSITIVE POWER

(See Item 4)

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,038,079

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.5%

12. TYPE OF REPORTING PERSON

IA, OO (See Item 4)

CUSIP NO. 18539C204 13G Page 3 of 11

1. NAMES OF REPORTING PERSONS.

ClearBridge RARE Infrastructure International Pty Ltd.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X

(b)

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

Australian Corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER

(See Item 4)

6. SHARED VOTING POWER

(See Item 4)

7. SOLE DISPOSITIVE POWER

(See Item 4)

8. SHARED DISPOSITIVE POWER

(See Item 4)

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,937,340

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.4%

12. TYPE OF REPORTING PERSON

IA, OO (See Item 4)

CUSIP NO. 18539C204 13G Page 4 of 11

1. NAMES OF REPORTING PERSONS.

ClearBridge RARE Infrastructure (North America) Pty Ltd

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X

(b)

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

Australian Corporation

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5. SOLE VOTING POWER

(See Item 4)

6. SHARED VOTING POWER

(See Item 4)

7. SOLE DISPOSITIVE POWER

(See Item 4)

8. SHARED DISPOSITIVE POWER

(See Item 4)

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,067,251

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.3%

12. TYPE OF REPORTING PERSON

IA, OO (See Item 4)

CUSIP NO. 18539C204 13G Page 5 of 11

1. NAMES OF REPORTING PERSONS.

ClearBridge Investments, LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) X

(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

(See Item 4)

6. SHARED VOTING POWER

(See Item 4)

7. SOLE DISPOSITIVE POWER

(See Item 4)

8. SHARED DISPOSITIVE POWER

(See Item 4)

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,924

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

12. TYPE OF REPORTING PERSON

IA, OO (See Item 4)

CUSIP NO. 18539C204 13G Page 6 of 11

Item 1.

(a) Name of Issuer

Clearway Energy, Inc.

(b) Address of Issuer's Principal Executive Offices

300 Carnegie Center, Suite 300

Princeton, NJ 08540

Item 2.

(a) Name of Person Filing

(i) ClearBridge Infrastructure Limited

(ii)ClearBridge RARE Infrastructure International Pty Ltd

(iii)ClearBridge RARE Infrastructure (North America) Pty Ltd

(iv)ClearBridge Investments, LLC

(b) Address of Principal Business Office or, if none, Residence

(i), (ii), and (iii):

Level 13, 35 Clarence Street

Sydney, C3 2000

(iv):

620 8^th Ave.

New York, NY 10018

(i), (ii), and (iii): Australian Corporation

(iv): Delaware

(d) Title of Class of Securities

Common Stock, Class C, par value $0.01 per share

(e) CUSIP Number

18539C204

CUSIP NO. 18539C204 13G Page 7 of 11

Item 3. If this statement is filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or (c),

check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 8o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

78c).

(d) [ ] Investment company registered under section 8 of the Investment Company

Act of 1940 (15 U.S.C 80a ‑8).

(e) [ ] An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment fund in accordance with

§240.13d‑1(b)(1)(ii)(F);

(g) [ ] A parent holding company or control person in accordance with

§240.13d‑1(b)(1)(ii)(G);

(h) [ ] A savings associations as defined in Section 3(b) of the Federal

Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ] A church plan that is excluded from the definition of an investment

company under section 3(c)(14) of the Investment Company Act of 1940

(15 U.S.C. 80a‑3);

(j) [ ] A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);

(k) [X] Group, in accordance with §240.13d‑1(b)(1)(ii)(K).

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

The securities reported herein are beneficially owned by one or more open end investment companies

or other managed accounts that are investment management clients of ClearBridge Investments Limited

f/k/s RARE Infrastructure Ltd ("RAE"), ClearBridge RARE Infrastructure International Pty Ltd (“RII”),

ClearBridge RARE Infrastructure (North America) Pty Ltd (“CRINA”) and ClearBridge Investments, LLC (“CIL”),

each an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI"). When an investment management

contract (including a sub advisory agreement) delegates to CBL, CRII, CRINA, or CIL investment discretion or

voting power over the securities held in the investment advisory accounts that are subject to that agreement,

FRI treats CBL, CRII, CRINA, or CIL as applicable, as having sole investment discretion or voting authority, as

the case may be, unless the agreement specifies otherwise. Accordingly, each of CBL, CRII, CRINA and CIL reports

on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such

investment management agreement, unless otherwise noted in this Item 4. As a result, for purposes of Rule 13d-3

under the Act, each of CBL, CRII, CRINA, and CIL may be deemed to be the beneficial owner of the securities reported

in this Schedule 13G.

Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity

with the guidelines articulated by the SEC staff in Release No. 34 39538 (January 12, 1998) relating to organizations,

such as FRI, where related entities exercise voting and investment powers over the securities being reported

independently from each other. The voting and investment powers held by CBL, CRII, CRINA, and CIL are exercised

independently from FRI (the ultimate parent holding company of each of CBL, CRII, CRINA, and CIL) and from all other

investment management subsidiaries of FRI (FRI, its affiliates and investment management subsidiaries other than CBL,

CRII, CRINA, and CIL are, collectively, “FRI affiliates”). Furthermore, internal policies and procedures of each of CBL,

CRII, CRINA and CIL, on the one hand, and FRI affiliates, on the other hand, establish informational barriers that prevent

the flow between CBL, CRII, CRINA and CIL, on the one hand, and the FRI affiliates, on the other hand, of information that

relates to the voting and investment powers over the securities owned by their respective investment management clients.

Consequently, each of CBL, CRII, CRINA, and CIL, on the one hand, and the FRI affiliates, on the other hand, report

CUSIP NO. 18539C204 13G Page 8 of 11

the securities over which they hold investment and voting power separately from each other for

purposes of Section 13 of the Act.

Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10%

of the outstanding common stock of FRI and are the principal stockholders of FRI. However, because each

of CBL, CRII, CRINA and CIL exercises voting and investment powers on behalf of its investment management

clients independently of FRI affiliates, beneficial ownership of the securities reported by CBL, CRII, CRINA

and CIL is not attributed to the Principal Shareholders. Each of CBL, CRII, CRINA and CIL disclaims any

pecuniary interest in any of the securities reported in this Schedule 13G. In addition, the filing of this

Schedule 13G on behalf of CBL, CRII, CRINA and CIL should not be construed as an admission that CBL, CRII,

CRINA or CIL is, and each of CBL, CRII, CRINA and CIL disclaims that it is, the beneficial owner, as defined

in Rule 13d-3, of any of such securities.

Furthermore, each of CBL, CRII, CRINA and CIL believes that it is not a "group" with FRI affiliates, the

Principal Shareholders, or their respective affiliates within the meaning of Rule 13d-5 under the Act and

that none of them is otherwise required to attribute to any other the beneficial ownership of the securities

held by such person or by any persons or entities for whom or for which CBL, CRII, CRINA or CIL, or the FRI

affiliates provide investment management services.

(a) Amount beneficially owned:

5,053,594

(b) Percent of class:

5.5%

(i) Sole power to vote or to direct the vote

ClearBridge Investments Limited: 1,985,003

ClearBridge RARE Infrastructure International Pty Ltd: 1,937,340

ClearBridge RARE Infrastructure(North America) Pty Ltd: 1,067,251

ClearBridge Investments, LLC 10,924

(ii) Shared power to vote or to direct the vote 0

(iii) Sole power to dispose or to direct the disposition of

ClearBridge Investments Limited: 2,038,079

ClearBridge RARE Infrastructure International Pty Ltd: 1,937,340

ClearBridge RARE Infrastructure(North America) Pty Ltd: 1,067,251

ClearBridge Investments, LLC 10,924

(iv) Shared power to dispose or to direct the disposition of 0

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 five

percent of the class of securities, check the following [ ].

CUSIP NO. 18539C204 13G Page 9 of 11

Item 6. Ownership of More than Five Percent on Behalf of Another Person

The clients of each of CBL, CRII, CRINA and CIL, including investment companies

registered under the Investment Company Act of 1940 and other managed accounts,

have the right to receive or power to direct the receipt of dividends from, and

the proceeds from the sale of, the securities reported herein.

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

ClearBridge Investments Limited

ClearBridge RARE Infrastructure International Pty Ltd

ClearBridge RARE Infrastructure (North America) Pty Ltd

ClearBridge Investments, LLC

Item 9. Notice of Dissolution of Group

Not Applicable

CUSIP NO. 18539C204 13G Page 10 of 11

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities

referred to above were acquired and are held in the ordinary course of business and were

not acquired and are not held for the purpose of or with the effect of changing or

influencing the control of the issuer of the securities and were not acquired and are

not held in connection with or as a participant in any transaction having that purpose

or effect, other than activities solely in connection with a nomination under § 240.14a-11

Exhibits

Exhibit A ‑ Joint Filing Agreement

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 7, 2022

ClearBridge Investments Limited

By: /s/BARBARA BROOKE MANNING

‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

Barbara Brooke Manning

Authorized Signatory

ClearBridge RARE Infrastructure International Pty Ltd

By: /s/BARBARA BROOKE MANNING

‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

Barbara Brooke Manning

Authorized Signatory

ClearBridge RARE Infrastructure (North America) Pty Ltd

By: /s/BARBARA BROOKE MANNING

‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

Barbara Brooke Manning

Authorized Signatory

ClearBridge Investments, LLC

By: /s/BARBARA BROOKE MANNING

‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

Barbara Brooke Manning

Authorized Signatory

CUSIP NO. 18539C204 13G Page 11 of 11

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d‑1(k) under the Securities Exchange Act of 1934, as amended,

the undersigned hereby agree to the joint filing with each other of the attached

statement on Schedule 13G and to all amendments to such statement and that such

statement and all amendments to such statement are made on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this agreement on February 7, 2022.

ClearBridge Investments Limited

By: /s/BARBARA BROOKE MANNING

‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

Barbara Brooke Manning

Authorized Signatory

ClearBridge RARE Infrastructure International Pty Ltd

By: /s/BARBARA BROOKE MANNING

‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

Barbara Brooke Manning

Authorized Signatory

ClearBridge RARE Infrastructure (North America) Pty Ltd

By: /s/BARBARA BROOKE MANNING

‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

Barbara Brooke Manning

Authorized Signatory

ClearBridge Investments, LLC

By: /s/BARBARA BROOKE MANNING

‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

Barbara Brooke Manning

Authorized Signatory

SEC Form SC 13G/A filed by Clearway Energy Inc. (Amendment)