SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed 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* ECP ControlCo, LLC (Last) (First) (Middle) 40 BEECHWOOD ROAD (Street) SUMMIT, NJ 07901 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/15/2024	3. Issuer Name and Ticker or Trading Symbol SHENANDOAH TELECOMMUNICATIONS CO/VA/ [ SHEN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock	2,452,384	I	See footnote(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(3)	(3)	Common Stock	3,363,187	24.5	I	See footnote(4)(2)

1. Name and Address of Reporting Person* ECP ControlCo, LLC (Last) (First) (Middle) 40 BEECHWOOD ROAD (Street) SUMMIT, NJ 07901 (City) (State) (Zip)

1. Name and Address of Reporting Person* Energy Capital Partners IV, LLC (Last) (First) (Middle) 40 BEECHWOOD ROAD (Street) SUMMIT, NJ 07901 (City) (State) (Zip)

1. Name and Address of Reporting Person* Energy Capital Partners GP IV, LP (Last) (First) (Middle) 40 BEECHWOOD ROAD (Street) SUMMIT, NJ 07901 (City) (State) (Zip)

1. Name and Address of Reporting Person* ENERGY CAPITAL PARTNERS IV-A, LP (Last) (First) (Middle) 40 BEECHWOOD ROAD (Street) SUMMIT, NJ 07901 (City) (State) (Zip)

1. Name and Address of Reporting Person* ENERGY CAPITAL PARTNERS IV-B, LP (Last) (First) (Middle) 40 BEECHWOOD ROAD (Street) SUMMIT, NJ 07901 (City) (State) (Zip)

1. Name and Address of Reporting Person* ENERGY CAPITAL PARTNERS IV-C, LP (Last) (First) (Middle) 40 BEECHWOOD ROAD (Street) SUMMIT, NJ 07901 (City) (State) (Zip)

1. Name and Address of Reporting Person* ENERGY CAPITAL PARTNERS IV-D, LP (Last) (First) (Middle) 40 BEECHWOOD ROAD (Street) SUMMIT, NJ 07901 (City) (State) (Zip)

1. Name and Address of Reporting Person* Energy Capital Partners IV-B (Hill City IP), LP (Last) (First) (Middle) 40 BEECHWOOD ROAD (Street) SUMMIT, NJ 07901 (City) (State) (Zip)

Explanation of Responses:

1. The securities are held of record by Hill City Holdings, LP ("Hill City"). ECP ControlCo, LLC is the managing member of Energy Capital Partners IV, LLC, which is the general partner of Energy Capital Partners GP IV, LP, which is the general partner of each of (i) Energy Capital Partners IV-A, LP, (ii) Energy Capital Partners IV-B, LP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP (the "Funds"). Energy Capital Partners GP IV, LP is also the general partner of Energy Capital Partners IV-B (Hill City IP), LP ("Hill City IP"). Each of (i) Energy Capital Partners IV-A, LP, (ii) Hill City IP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP are the members of Hill City Holdings GP, LLC, which is the general partner of Hill City.

2. The managing members of ECP ControlCo, LLC are Douglas Kimmelman, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D'Argenio all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo, LLC. As a result of these relationships, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the securities held of record by Hill City and ECP Fiber Holdings, LP (the "ECP Investor"). Each such entity and individual disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein.

3. The Series A Participating Exchangeable Perpetual Preferred Stock (the "Series A Preferred Stock") is presently exchangeable and has no expiration date.

4. The securities are held of record by the ECP Investor. The Funds are the members of ECP Fiber Holdings GP, LLC, which is the general partner of the ECP Investor.

Remarks:

Due to filing limitations of the electronic filing system, each of ECP Fiber Holdings GP, LLC, ECP Fiber Holdings, LP, Hill City Holdings GP, LLC and Hill City Holdings, LP are filing a separate Form 3.

	ECP ControlCo, LLC, By: /s/ Christopher M. Leininger, Partner and General Counsel	08/01/2024
	Energy Capital Partners IV, LLC, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger, Partner and General Counsel	08/01/2024
	Energy Capital Partners GP IV, LP, By: Energy Capital Partners IV, LLC, its general partner, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger, Partner and General Counsel	08/01/2024
	Energy Capital Partners IV-A, LP, By Energy Capital Partners GP IV, LP, its general partner, By Energy Capital Partners IV, LLC, its general partner, By ECP ControlCo, LLC, its managing member, By /s/ Christopher M. Leininger, Partner and General Counsel	08/01/2024
	Energy Capital Partners IV-B, LP, By Energy Capital Partners GP IV, LP, its general partner, By Energy Capital Partners IV, LLC, its general partner, By ECP ControlCo, LLC, its managing member, By /s/ Christopher M. Leininger, Partner and General Counsel	08/01/2024
	Energy Capital Partners IV-C, LP, By Energy Capital Partners GP IV, LP, its general partner, By Energy Capital Partners IV, LLC, its general partner, By ECP ControlCo, LLC, its managing member, By /s/ Christopher M. Leininger, Partner and General Counsel	08/01/2024
	Energy Capital Partners IV-D, LP, By: Energy Capital Partners GP IV, LP, its GP, By: Energy Capital Partners IV, LLC, its GP, By: ECP ControlCo, LLC, its managing member, By: /s/ Christopher M. Leininger, Partner and General Counsel	08/01/2024
	Energy Capital Partners IV-B (Hill City IP), LP, By Energy Capital Partners IV-B, LP, By Energy Capital Partners GP IV, LP, By Energy Capital Partners IV, LLC, By ECP ControlCo, LLC, By /s/ Christopher M. Leininger, Partner and General Counsel	08/01/2024
	** Signature of Reporting Person	Date
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