CUSIP No. 69331C108
Page
3
of 5 Pages
Explanatory Note
This Amendment No. 4 amends the statement on Schedule 13D filed with the Securities and Exchange Commission by Knighthead Capital
Management, LLC (the Reporting Person) on August 7, 2019, as amended (the Original Schedule 13D), with respect to common stock of PG&E Corporation (the Company). Capitalized terms used but not defined in
this Amendment No. 4 have the meanings set forth in the Original Schedule 13D.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended to include the following information, which supersedes the information provided in the Original Schedule 13D:
The aggregate purchase price of the Call Options (defined below) reported herein is approximately $8,307,505.01, excluding brokerage
commissions.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended by adding the following two paragraphs:
On November 16, 2019, the Reporting Person, solely on behalf of certain funds and accounts it manages and/or advises, and the Company
entered into a further amended and restated letter agreement, which is filed as Exhibit 99.1 hereto, setting forth the terms by which such funds committed to provide capital to the Company in connection with its plan of reorganization. The amended
and restated letter agreement supersedes the letter agreement, dated September 13, 2019, between the Reporting Person, solely on behalf of certain funds and accounts it manages and/or advises, and the Company.
On November 18, 2019, the Reporting Person and Other Shareholder entered into an amendment (the Amendment) to the Investor
Agreement, a copy of which is filed as Exhibit 99.2 hereto, setting forth the terms and conditions on which the Parties would act in concert.
Item 5.
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Interest in Securities of the Issuer
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Item 5 is hereby amended to include the following information, which supersedes the information provided in the Original Schedule 13D:
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(a)
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As of the close of business on November 15, 2019, the Reporting Person and each of the Controlling
Persons, solely on behalf of the Knighthead Funds, beneficially owned 16,081,721 Shares.
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(b)
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(1) Sole power to vote or direct vote: 0
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(2)
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Shared power to vote or direct vote: 16,081,721
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(3)
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Sole power to dispose or direct the disposition: 0
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(4)
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Shared power to dispose or direct the disposition: 16,081,721
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