Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Venture Global, Inc. (Name of Issuer) |
Class A common stock (Title of Class of Securities) |
92333F101 (CUSIP Number) |
03/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 92333F101 |
| 1 | Names of Reporting Persons
Venture Global Partners II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,968,604,458.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
81.36 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The number in Rows (6), (8) and (9) consists of 1,968,604,458 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of the Issuer, held of record by Venture Global Partners II, LLC, a limited liability company controlled by Michael Sabel and Robert Pender. Each share of Class B common stock is convertible into one share of Class A common stock, par value $0.01 per share ("Class A common stock"), of the Issuer, at the option of the holder at any time. The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class B common stock beneficially owned by the Reporting Person as set forth in Row (9) by (b) the sum of (i) 451,009,394 shares of Class A common stock outstanding as of March 31, 2025, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B common stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B common stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as-converted into shares of Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. The percentage reported in Row (11) does not reflect the ten for one voting power of the shares of Class B common stock because the shares of Class B common stock are treated as converted into shares of Class A common stock for the purpose of this report.
SCHEDULE 13G
|
| CUSIP No. | 92333F101 |
| 1 | Names of Reporting Persons
Michael Sabel | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instruc
tions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,969,790,343.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
81.41 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number in Rows (6) and (8) consists of 1,968,604,458 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of the Issuer, held of record by Venture Global Partners II, LLC, a limited liability company controlled by Michael Sabel and Robert Pender. Each share of Class B common stock is convertible into one share of Class A common stock, par value $0.01 per share ("Class A common stock"), of the Issuer, at the option of the holder at any time. The number in Row (9) consists of (i) 1,185,885 shares of Class A common stock held of record by Michael Sabel and (ii) 1,968,604,458 shares of Class B common stock held of record by Venture Global Partners II, LLC, a limited liability company controlled by Michael Sabel and Robert Pender. The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A common stock and shares of Class B common stock beneficially owned by the Reporting Person as set forth in Row (9) by (b) the sum of (i) 451,009,394 shares of Class A common stock outstanding as of March 31, 2025, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B common stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B common stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as-converted into shares of Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. The percentage reported in Row (11) does not reflect the ten for one voting power of the shares of Class B common stock because the shares of Class B common stock are treated as converted into shares of Class A common stock for the purpose of this report.
SCHEDULE 13G
|
| CUSIP No. | 92333F101 |
| 1 | Names of Reporting Persons
Robert Pender | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,969,790,343.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
81.41 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number in Rows (6) and (8) consists of 1,968,604,458 shares of Class B common stock, par value $0.01 per share ("Class B common stock"), of the Issuer, held of record by Venture Global Partners II, LLC, a limited liability company controlled by Michael Sabel and Robert Pender. Each share of Class B common stock is convertible into one share of Class A common stock, par value $0.01 per share ("Class A common stock"), of the Issuer, at the option of the holder at any time. The number in Row (9) consists of (i) 1,185,885 shares of Class A common stock held of record by Robert Pender and (ii) 1,968,604,458 shares of Class B common stock held of record by Venture Global Partners II, LLC, a limited liability company controlled by Michael Sabel and Robert Pender. The number in Row (11) is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A common stock and shares of Class B common stock beneficially owned by the Reporting Person as set forth in Row (9) by (b) the sum of (i) 451,009,394 shares of Class A common stock outstanding as of March 31, 2025, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of shares of Class B common stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B common stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as-converted into shares of Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. The percentage reported in Row (11) does not reflect the ten for one voting power of the shares of Class B common stock because the shares of Class B common stock are treated as converted into shares of Class A common stock for the purpose of this report.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Venture Global, Inc. | |
| (b) | Address of issuer's principal executive offices:
1001 19TH STREET NORTH, SUITE 1500, ARLINGTON, VA, 22209 | |
| Item 2. | ||
| (a) | Name of person filing:
VENTURE GLOBAL PARTNERS II, LLC MICHAEL SABEL ROBERT PENDER | |
| (b) | Address or principal business office or, if none, residence:
1001 19TH STREET NORTH, SUITE 1500, ARLINGTON, VA, 22209 | |
| (c) | Citizenship:
VENTURE GLOBAL PARTNERS II, LLC: Delaware MICHAEL SABEL: United States ROBERT PENDER: United States | |
| (d) | Title of class of securities:
Class A common stock | |
| (e) | CUSIP No.:
92333F101 | |
| 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. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (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);
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| (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)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See row 9 of the Cover Pages for each of the Reporting Persons. | |
| (b) | Percent of class:
See row 11 of the Cover Pages for each of the Reporting Persons. %
| |
| (c) | Number of sha
res as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See row 5 of the Cover Pages for each of the Reporting Persons. | ||
| (ii) Shared power to vote or to direct the vote:
See row 6 of the Cover Pages for each of the Reporting Persons. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See row 7 of the Cover Pages for each of the Reporting Persons. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See row 8 of the Cover Pages for each of the Reporting Persons. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit A - Members of Filing Group Exhibit B - Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) |