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DEBTORS’ MOTION FOR NOTIFICATION 

PROCEDURES AND TRANSFER RESTRICTIONS –

EXHIBIT 3 TO INTERIM ORDER Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Exhibit 3 to Interim Order 

Notice of Intent to Purchase, Acquire, or Otherwise Accumulate PG&E Stock

Case: 19-30088 Doc# 212-3 Filed: 01/31/19 Entered: 01/31/19 18:30:36 Page 1

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DEBTORS’ MOTION FOR NOTIFICATION 

PROCEDURES AND TRANSFER RESTRICTIONS –

EXHIBIT 3 TO INTERIM ORDER Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

 Debtor. 

Tax I.D. No. 94-3234914 

Case Nos. 19- 

 19- 

Chapter 11 

NOTICE OF INTENT TO PURCHASE, 

ACQUIRE, OR OTHERWISE 

ACCUMULATE PG&E STOCK 

Date: DATE 

Time: TIME 

Dept.: DEPT 

Judge: Honorable NAME 

In re: 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

 Debtor. 

Tax I.D. No. 94-0742640 

PLEASE TAKE NOTICE that, pursuant to that certain Interim Order Establishing Notification 

Procedures and Approving Restrictions on Certain Transfers of Stock of, and Claims Against, the 

Debtors, dated [________], 2019, Docket No. [__] (with all exhibits thereto, the “Interim Order”), 

[Name of Filer] (the “Filer”) hereby provides notice of (i) its intention to purchase, acquire, or 

otherwise accumulate directly one or more shares of Common Stock, Preferred Stock and/or Options 

to acquire PG&E Stock and/or (ii) a proposed purchase or acquisition of Common Stock,1 Preferred 

Stock and/or Options to acquire PG&E Stock that would result in an increase in the number of shares 

of Common Stock, Preferred Stock and/or number of shares of PG&E Stock underlying Options that 

are beneficially owned by the Filer (any proposed transaction described in (i) or (ii), a “Proposed 

Acquisition”). 

PLEASE TAKE FURTHER NOTICE that the following table sets forth the following 

information: 

1. If the Proposed Acquisition involves the purchase or acquisition directly by the Filer of 

 

1

 Capitalized terms used but not defined herein shall have the meanings ascribed to them in Exhibit 1

to the Interim Order. 

Case: 19-30088 Doc# 212-3 Filed: 01/31/19 Entered: 01/31/19 18:30:36 Page 2

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DEBTORS’ MOTION FOR NOTIFICATION 

PROCEDURES AND TRANSFER RESTRICTIONS –

EXHIBIT 3 TO INTERIM ORDER

2 

Common Stock, Preferred Stock and/or Options to acquire PG&E Stock, the table sets forth (a) the 

number of shares of Common Stock, Preferred Stock and/or the number of shares of PG&E Stock 

underlying Options proposed to be purchased or acquired and (b) the date(s) of such Proposed 

Acquisition (categorized by class, as applicable). 

2. If the Proposed Acquisition involves the purchase or acquisition of Common Stock, 

Preferred Stock and/or Options to acquire PG&E Stock by a person (including any Entity) or 

Acquiring Group other than the Filer, but the Proposed Acquisition nonetheless would increase the 

number of shares of Common Stock, Preferred Stock and/or number of shares of PG&E Stock 

underlying Options that are beneficially owned by the Filer or owned by an Acquiring Group of which 

the Filer is a member, the table sets forth (a) the name(s) of each such person or Acquiring Group that 

proposes to purchase or acquire such shares of Common Stock, Preferred Stock and/or Options, (b) the 

number of shares of Common Stock, Preferred Stock and/or number of shares of PG&E Stock 

underlying Options proposed to be purchased or acquired, and (c) the date(s) of such Proposed 

Acquisition (categorized by class, as applicable). 

Class Name of 

Purchaser 

or Acquirer 

Shares to be 

Purchased or 

Acquired 

Shares Underlying 

Options to be Purchased 

or Acquired 

Date(s) of 

Proposed 

Acquisition 

Common Stock 

Preferred Stock 

(Attach additional page if necessary.) 

PLEASE TAKE FURTHER NOTICE that the following table summarizes the Filer’s 

beneficial ownership of Common Stock, Preferred Stock and/or Options to acquire PG&E Stock 

assuming that the Proposed Acquisition is approved and consummated as described above. The table 

sets forth, as of immediately following the consummation of the Proposed Acquisition, the number of 

shares of Common Stock, Preferred Stock and/or the number of shares of PG&E Stock underlying 

Options (a) that would be owned directly by the Filer and, (b) in the case of any beneficial ownership 

by the Filer of Common Stock, Preferred Stock and/or Options that would be owned by another person 

(including any Entity) or Acquiring Group as record or legal owner, the name(s) of each prospective 

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DEBTORS’ MOTION FOR NOTIFICATION 

PROCEDURES AND TRANSFER RESTRICTIONS –

EXHIBIT 3 TO INTERIM ORDER

3 

record or legal owner and the number of shares of Common Stock, Preferred Stock and/or the number 

of shares of PG&E Stock underlying Options that would be owned by each such record or legal owner 

(categorized by class, as applicable): 

Class Name of 

Owner 

Shares to Be Owned Shares Underlying 

Options to Be Owned 

Common Stock 

Preferred Stock 

(Attach additional page if necessary.) 

PLEASE TAKE FURTHER NOTICE that if the Proposed Acquisition involves a purchase or 

acquisition of Common Stock, Preferred Stock and/or Options to acquire PG&E Stock directly by the 

Filer and such Proposed Acquisition would result in (a) an increase in the beneficial ownership of 

Common Stock, Preferred Stock and/or Options to acquire PG&E Stock by a person (including any 

Entity) or Acquiring Group (other than the Filer) that currently is a Substantial Stockholder or (b) a 

person’s or Acquiring Group’s (other than the Filer) becoming a Substantial Stockholder, the following 

table sets forth (i) the name of each such person or Acquiring Group, (ii) the number of shares of 

Common Stock, Preferred Stock and/or the number of shares of PG&E Stock underlying Options that 

are beneficially owned by such person or Acquiring Group currently (i.e., prior to the Proposed 

Acquisition), and (iii) the number of shares of Common Stock, Preferred Stock and/or the number of 

shares of PG&E Stock underlying Options that would be beneficially owned by such person or 

Acquiring Group immediately following the Proposed Acquisition (categorized by class, as 

applicable). 

Class Name of 

Beneficial 

Owner 

Shares Owned 

Currently (i.e., 

Prior to 

Proposed 

Acquisition) 

Shares 

to Be Owned 

Following 

Proposed 

Acquisition 

Shares 

Underlying 

Options Owned 

Currently (i.e., 

Prior to 

Proposed 

Acquisition) 

Shares 

Underlying 

Options to Be 

Owned 

Following 

Proposed 

Acquisition 

Common 

Stock 

 

Case: 19-30088 Doc# 212-3 Filed: 01/31/19 Entered: 01/31/19 18:30:36 Page 4

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DEBTORS’ MOTION FOR NOTIFICATION 

PROCEDURES AND TRANSFER RESTRICTIONS –

EXHIBIT 3 TO INTERIM ORDER

4 

Preferred 

Stock 

 

(Attach additional page if necessary.) 

For each of the tables above, a Filer that is a member of an Acquiring Group shall indicate the 

shares of PG&E Stock treated as owned or to be owned by the members of such Acquiring Group by 

including an asterisk next to each entry made above. 

PLEASE TAKE FURTHER NOTICE that the last four digits of the taxpayer identification 

number of the Filer is _____________(and that the full taxpayer identification number will be 

provided if needed). 

PLEASE TAKE FURTHER NOTICE that, under penalty of perjury, the Filer hereby declares 

that it has examined this Notice and accompanying attachments (if any), and, to the best of its 

knowledge and belief, this Notice and any attachments which purport to be part of this Notice are true, 

correct, and complete. 

 [[IF APPLICABLE:] The Filer is represented by [name of law firm], [address], [phone], 

(Attn: [name of attorney]).] 

Respectfully submitted, 

 

[Name of Filer] 

By: 

Name: 

Address: 

Telephone: 

Facsimile: 

Date: 

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