3: Initial statement of beneficial ownership of securities
Published on September 25, 2024
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/25/2024 |
3. Issuer Name and Ticker or Trading Symbol
BKV Corp [ BKV ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Common Stock | 63,877,614 | I | See footnote(1) |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 3 is being filed jointly by Banpu Public Company Limited ("BPCL"), BOG Co., Ltd. ("BOG") and Banpu North America Corporation ("BNAC"). BNAC is a wholly owned subsidiary of BOG, which is a wholly owned subsidiary of BPCL. These securities are owned directly by BNAC and indirectly by BOG and BPCL. |
| Remarks: |
| Pursuant to a stockholders' agreement between BNAC and BKV Corporation (the "Issuer"), to be entered into upon the completion of an initial public offering of the Issuer, for so long as BNAC and BPCL beneficially own 10% or more of the Issuer's voting stock, BNAC will have the right to designate for nomination to the board of directors of the Issuer a number of individuals approximately proportionate to such beneficial ownership, subject to certain limitations set forth in such stockholders' agreement. Therefore, each of the Reporting Persons may be deemed to be a director by deputization. Exhibit List: Exhibit 24.1 - Power of Attorney for Banpu Public Company Limited; Exhibit 24.2 - Power of Attorney for BOG Co., Ltd.; Exhibit 24.3 - Power of Attorney for Banpu North America Corporation. |
| /s/ Kathleen Lenox, attorney-in-fact for Banpu Public Company Limited | 09/25/2024 | |
| /s/ Kathleen Lenox, attorney-in-fact for BOG Co., Ltd. | 09/25/2024 | |
| /s/ Kathleen Lenox, attorney-in-fact for Banpu North America Corporation | 09/25/2024 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.