| Item 1. | |
| (a) | Name of issuer:
California Resources Corp |
| (b) | Address of issuer's principal executive offices:
1 WORLD TRADE CENTER, SUITE 1500, LONG BEACH, CALIFORNIA 90831 |
| Item 2. | |
| (a) | Name of person filing:
Solar Projects LLC ("Solar Projects")
Solar Trust No. 2 ("Solar Trust")
Comeg Trust LLC ("Comeg LLC")
Comeg Trust ("Comeg Trust")
Daniel Scott Gimbel
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | Address or principal business office or, if none, residence:
Solar Projects LLC
JTC Trustees (Delaware) LLC
c/o: Solar Projects LLC
200 Bellevue Parkway, Suite 500
Wilmington, DE 19809
Solar Trust No. 2
JTC Trustees (Delaware) LLC
c/o: Solar Trust No. 2
200 Bellevue Parkway, Suite 500
Wilmington, DE 19809
Comeg Trust LLC
The Bryn Mawr Trust Company of Delaware
c/o: Comeg Trust
20 Montchanin Rd, Suite 100
Greenville, Delaware 19807
Comeg Trust
The Bryn Mawr Trust Company of Delaware
c/o: Comeg Trust
20 Montchanin Rd, Suite 100
Greenville, Delaware 19807
Daniel Scott Gimbel
323 Pablo Rd
Ponte Vedra Beach, FL 32082 |
| (c) | Citizenship:
Solar Projects LLC
Delaware
Solar Trust No. 2
Delaware
Comeg Trust LLC ("Comeg LLC")
Delaware
Comeg Trust ("Comeg Trust")
Delaware
Daniel Scott Gimbel
USA |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
13057Q305 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (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);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the close of business on December 31, 2024, (i) Solar Projects beneficially owned 6,148,821 shares of Common Stock, (ii) Comeg LLC beneficially owned 91,044 shares of Common Stock, and (iii) Mr. Gimbel beneficially owned 7,000 shares of Common Stock through his individual retirement account.
Solar Trust, as the sole member of Solar Projects, may be deemed to beneficially own the 6,148,821 shares of Common Stock beneficially owned by Solar Projects.
Comeg Trust, as the controlling member of Comeg LLC, may be deemed to beneficially own the 91,044 shares of Common Stock beneficially owned by Comeg LLC.
Mr. Gimbel, as the manager of Solar Projects and the trustee of Solar Trust, may be deemed to beneficially own the 6,148,821 shares of Common Stock beneficially owned by Solar Projects, and, as the manager of Comeg LLC and the trustee of Comeg Trust, may be deemed to beneficially own the 91,044 shares of Common Stock beneficially owned by Comeg LLC.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Solar Trust and Mr. Gimbel disclaims beneficial ownership of the shares of Common Stock beneficially owned by Solar Projects. Each of Comeg Trust and Mr. Gimbel disclaims beneficial ownership of the shares of Common Stock beneficially owned by Comeg LLC. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. |
| (b) | Percent of class:
The following percentages are based on 91,372,953 shares of Common Stock outstanding as of December 6, 2024, as represented in the Issuer's Prospectus Supplement filed with the Securities and Exchange Commission on December 9, 2024.
As of the close of business on December 31, 2024, (i) Solar Projects beneficially owned and Solar Trust may be deemed to beneficially own approximately 6.73% of the outstanding shares of Common Stock, (ii) Comeg LLC beneficially owned and Comeg Trust may be deemed to beneficially own 0.1% of the outstanding shares of Common Stock, and (iii) Mr. Gimbel may be deemed to beneficially own 6.84% of the outstanding shares of Common Stock. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| | (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Solar Trust and Mr. Gimbel may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Solar Projects. Comeg Trust and Mr. Gimbel may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Comeg LLC. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) 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 99.1 to Amendment No. 4 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2023. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)