BEP Special Situations IV LLC - Jan 14, 2025 Form 4 Insider Report for 5E Advanced Materials, Inc. (FEAM)

Role: 10%+ Owner
Signature: /s/ Jonathan Siegler, Managing Director and Chief Financial Officer, on behalf of BEP Special Situations IV LLC
Stock symbol: FEAM
Transactions as of: Jan 14, 2025
Transactions value $: $0
Form type: 4
Date filed: 1/15/2025, 05:37 PM
Previous filing: Sep 18, 2024
Next filing: Mar 6, 2025
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FEAM	Convertible Notes	Purchase		+12.2M	+29.7%		53.1M	Jan 14, 2025	Common Stock	12.2M		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

BEP Special Situations IV LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The reported securities represent $2,500,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 3424.9375 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").
F2	(continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 12,161,865 and 40,947,329 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.
F3	Bluescape Energy Partners IV GP LLC ("Bluescape GP" and, together with Bluescape, the "Reporting Persons") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns Bluescape. As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.