[sheet: Lock-Up Tracker]
No. | Signatory Name | Category | Title / Affiliation | Pre-IPO Shares Beneficially Owned | Pre-IPO Ownership % | Lock-Up Period | Lock-Up Agreement Form Version | Date Sent for Execution | Date Executed | Execution Status | Counsel Handling | Notes
1 | Pinnacle Vista Capital Partners III, LP | Investor | Pre-IPO Majority Stockholder (~62%); Hugh Pemberton & Diane Kovac, Managing Partners | 62000000 | 62.0% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | May 5, 2022 | Executed | Whitfield Archer & Doss LLP (Christine Navarro) | Largest holder; secondary seller of 6,818,182 shares ($150M at $22.00/share). Lock-up release subject to written consent of Hargrove Keating & Co. or occurrence of Change of Control.
2 | Garrett Calloway | Director / Executive Officer | Co-Founder, Chairman & CEO | 13200000 | 13.2% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | April 28, 2022 | Executed | Calderwood & Harkness LLP (Brendan Walsh) | Co-Founder; non-independent director; management.
3 | Elaine Briggs | Director / Executive Officer | Co-Founder & President, Development | 10800000 | 10.8% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | April 28, 2022 | Executed | Calderwood & Harkness LLP (Brendan Walsh) | Co-Founder; non-independent director; management.
4 | Hugh Pemberton | Director | Co-Founder & Managing Partner, Pinnacle Vista Capital Partners; Director of CBR (Non-Independent — Investor Designee) | 0 | 0.0% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | May 5, 2022 | Executed | Whitfield Archer & Doss LLP (Christine Navarro) | Individual lock-up in addition to Pinnacle Vista entity lock-up. Shares held through PVCP III, not individually.
5 | Diane Kovac | Director | Co-Founder & Managing Partner, Pinnacle Vista Capital Partners; Director of CBR (Non-Independent — Investor Designee) | 0 | 0.0% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | May 5, 2022 | Executed | Whitfield Archer & Doss LLP (Christine Navarro) | Individual lock-up in addition to Pinnacle Vista entity lock-up. Shares held through PVCP III, not individually.
6 | Warren Okoro | Director | Independent Director; Audit Committee Financial Expert | 0 | 0.0% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | May 2, 2022 | Executed | Calderwood & Harkness LLP (Brendan Walsh) | Independent director. No pre-IPO shares; will receive equity grants post-IPO under 2022 Omnibus Equity Incentive Plan.
7 | Catherine Liang | Director | Independent Director; Compensation Committee Chair | 0 | 0.0% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | May 2, 2022 | Executed | Calderwood & Harkness LLP (Brendan Walsh) | Independent director.
8 | Richard Estavez | Director | Independent Director; Nominating & Corporate Governance Committee Chair | 0 | 0.0% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | May 2, 2022 | Executed | Calderwood & Harkness LLP (Brendan Walsh) | Independent director.
9 | Marcus Yoon | Executive Officer | Chief Financial Officer | 1800000 | 1.8% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | April 29, 2022 | Executed | Calderwood & Harkness LLP (Brendan Walsh) | Named executive officer; ≥1% holder.
10 | Sandra Haverford | Executive Officer | General Counsel & Corporate Secretary | 1500000 | 1.5% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | April 29, 2022 | Executed | Calderwood & Harkness LLP (Brendan Walsh) | Named executive officer; ≥1% holder.
11 | Dale Renfroe | Executive Officer | Chief Operating Officer | 1400000 | 1.4% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | April 29, 2022 | Executed | Calderwood & Harkness LLP (Brendan Walsh) | Named executive officer; ≥1% holder.
12 | Priya Anand | Executive Officer | SVP, Finance & Treasurer | 1200000 | 1.2% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | May 3, 2022 | Executed | Calderwood & Harkness LLP (Brendan Walsh) | Named executive officer; ≥1% holder.
13 | Tomás Quintero | Executive Officer | SVP, Project Development | 1100000 | 1.1% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | May 3, 2022 | Executed | Calderwood & Harkness LLP (Brendan Walsh) | Named executive officer; ≥1% holder.
14 | Rachel Whitmore | Executive Officer | Chief People Officer | 900000 | 0.9% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 20, 2022 | Outstanding | Calderwood & Harkness LLP (Brendan Walsh) | Named executive officer; below 1% threshold but required as executive officer. Agreement sent but not returned prior to dormancy.
15 | Early-Stage Investor A (Name Redacted — per NDA) | ≥1% Holder | Pre-IPO investor; non-affiliated | 2100000 | 2.1% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 25, 2022 | May 10, 2022 | Executed | Calderwood & Harkness LLP (Natasha Forbes) | Early-stage investor; included as ≥1% pre-IPO holder.
16 | Early-Stage Investor B (Name Redacted — per NDA) | ≥1% Holder | Pre-IPO investor; non-affiliated | 1800000 | 1.8% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 25, 2022 | Outstanding | Calderwood & Harkness LLP (Natasha Forbes) | Early-stage investor; agreement sent but not returned prior to dormancy.
17 | Early-Stage Investor C (Name Redacted — per NDA) | ≥1% Holder | Pre-IPO investor; non-affiliated | 1200000 | 1.2% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 25, 2022 | May 12, 2022 | Executed | Calderwood & Harkness LLP (Natasha Forbes) | Early-stage investor; included as ≥1% pre-IPO holder.
18 | Employee Trust / Management Pool Vehicle (Name Redacted) | ≥1% Holder | Employee equity pool vehicle | 900000 | 0.9% | 180 days from date of final prospectus | Form v.3 (Near-Final) | April 25, 2022 | Outstanding | Calderwood & Harkness LLP (Natasha Forbes) | Below 1% individually but included as part of management group. Agreement sent but not returned prior to dormancy.
TOTALS / SUMMARY | 99900000 | 99.9% | Total Signatories: 18 | Executed: 15 | Outstanding: 3 | Status: Offering Dormant as of June 17, 2022 | Note: Remaining 100,000 shares (0.1%) held by other employees and small holders not subject to lock-up. Total pre-IPO shares outstanding: 100,000,000.
[sheet: Summary & Key Terms]
Item | Detail
Matter Number | C&H Matter No. 1015-00001
Issuer | Calloway-Briggs Renewables Inc. (Delaware corporation)
Proposed Ticker | CBRI (New York Stock Exchange)
Proposed Aggregate Offering Size | $600,000,000 (including 15% overallotment option)
Assumed IPO Price (Midpoint) | $22.00 per share
Pre-IPO Shares Outstanding | 100,000,000 (fully diluted, post-reclassification)
Lock-Up Period | 180 days following the date of the final prospectus
Lock-Up Form | Form v.3 (Near-Final) — form attached as Document No. 68 in matter index
Lock-Up Parties | All directors, executive officers, Pinnacle Vista Capital Partners III, LP, and holders of ≥1% of pre-IPO common stock (18 persons/entities total)
Lock-Up Release — Consent | Subject to early release upon written consent of Hargrove Keating & Co. (lead-left book-running manager; Oliver Marchetti, MD, ECM)
Lock-Up Release — Change of Control | Automatic release upon occurrence of a Change of Control (as defined in the lock-up agreement)
Carve-Out: Affiliate Transfers | Transfers to affiliates permitted, provided transferee signs a lock-up agreement
Carve-Out: Estate-Planning Transfers | Transfers for bona fide estate-planning purposes permitted, provided transferee signs a lock-up agreement
Carve-Out: 10b5-1 Plan Adoption | Adoption of a Rule 10b5-1 trading plan permitted during lock-up period, but execution of trades thereunder is not permitted until lock-up expiration
Carve-Out: Pledges to Lenders | Pledges of shares to bona fide lending institutions as collateral permitted
Issuer Lock-Up | CBR agrees not to issue, sell, or register additional shares for 180 days, subject to customary exceptions for employee equity plans (2022 Omnibus Equity Incentive Plan — 12,727,273 share reserve; 2022 ESPP — 2,545,455 share reserve) and acquisition-related issuances
Total Signatories Identified | 18
Executed as of June 17, 2022 | 15
Outstanding as of June 17, 2022 | 3 (Rachel Whitmore, CPO; one early-stage investor; one employee pool vehicle)
Reason for Outstanding | Offering placed in dormant status on June 17, 2022 due to deteriorating market conditions in renewables sector; remaining signatories had not returned executed agreements prior to dormancy decision
Reactivation Note | Upon reactivation of the IPO, all 18 lock-up agreements will need to be confirmed or re-executed; see Reactivation Readiness Checklist (Document No. 151)
Lock-Up Release Procedures | See Lock-Up Release Procedures Memorandum (Document No. 142) for process governing evaluation of early release requests and Hargrove Keating consent mechanics
Underwriters' Counsel | Prescott, Danforth & Yee LLP (Margaret Yee, Partner)
Selling Stockholder's Counsel | Whitfield Archer & Doss LLP (Christine Navarro, Partner)
Issuer's Counsel | Calderwood & Harkness LLP (Jennifer Kwon, Responsible Partner; Brendan Walsh, Lead Associate)
Tracker Prepared By | Natasha Forbes, Associate, Calderwood & Harkness LLP
Last Updated | June 17, 2022
Current Status | DORMANT — No pricing; registration statement never declared effective; no public filing of S-1
[sheet: Ownership Reconciliation]
Holder Category | Shares | Ownership % | Lock-Up Required | Notes
Pinnacle Vista Capital Partners III, LP | 62000000 | 62.0% | Yes | Majority pre-IPO stockholder; selling 6,818,182 shares in secondary offering ($150,000,000 at $22.00). Hugh Pemberton and Diane Kovac are individual director-signatories; shares attributed to PVCP III entity.
Garrett Calloway (Co-Founder, Chairman & CEO) | 13200000 | 13.2% | Yes | Co-Founder; director and executive officer.
Elaine Briggs (Co-Founder & President, Development) | 10800000 | 10.8% | Yes | Co-Founder; director and executive officer.
Marcus Yoon (CFO) | 1800000 | 1.8% | Yes | Executive officer; ≥1% holder.
Sandra Haverford (General Counsel & Corp. Secretary) | 1500000 | 1.5% | Yes | Executive officer; ≥1% holder.
Dale Renfroe (COO) | 1400000 | 1.4% | Yes | Executive officer; ≥1% holder.
Priya Anand (SVP, Finance & Treasurer) | 1200000 | 1.2% | Yes | Executive officer; ≥1% holder.
Tomás Quintero (SVP, Project Development) | 1100000 | 1.1% | Yes | Executive officer; ≥1% holder.
Rachel Whitmore (Chief People Officer) | 900000 | 0.9% | Yes | Executive officer; below 1% threshold but required as named executive officer.
Early-Stage Investor A | 2100000 | 2.1% | Yes | ≥1% pre-IPO holder.
Early-Stage Investor B | 1800000 | 1.8% | Yes | ≥1% pre-IPO holder.
Early-Stage Investor C | 1200000 | 1.2% | Yes | ≥1% pre-IPO holder.
Employee Trust / Management Pool Vehicle | 900000 | 0.9% | Yes | Included as part of management/employee group.
Other employees and small holders (not subject to lock-up) | 100000 | 0.1% | No | Shares below 1% threshold held by non-officer, non-director individuals — not subject to lock-up. Balancing figure to reconcile to 100,000,000 pre-IPO shares outstanding.
TOTAL | 100000000 | 100.0% | — | Reconciles to 100,000,000 pre-IPO shares outstanding (fully diluted, post-reclassification)