ESGEN LLC - 23 Oct 2023 Form 4 Insider Report for ESGEN Acquisition Corp (ZEO)

Role: 10%+ Owner
Signature: /s/ Andrejka Bernatova, as attorney-in-fact
Issuer symbol: ZEO
Transactions as of: 23 Oct 2023
Net transactions value: $0
Form type: 4
Filing time: 08 Feb 2024, 17:17:27 UTC
Previous filing: 22 Oct 2021
Next filing: 15 Mar 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ESAC	Class A Ordinary Shares	Conversion of derivative security		+5,619,077			5,619,077	23 Oct 2023	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ESAC	Class B Ordinary Shares	Conversion of derivative security		-5,619,077	-100%		0	23 Oct 2023	Class A Ordinary Shares	5,619,077		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the Issuer's registration statement on Form S-1 (File No. 333-259836) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F2	(continued from footnote 1) At an extraordinary general meeting of the Issuer's shareholders held on October 20, 2023, among other things, the Issuer's Amended and Restated Memorandum and Articles of Association was amended to change certain provisions which restrict the Class B ordinary shares from converting to Class A ordinary shares prior to the consummation of an initial business combination (the "Conversion Amendment"). In connection with the approval of the Conversion Amendment at the meeting, the Reporting Person converted all of its 5,619,077 Class B ordinary shares into an equal number of Class A ordinary shares.

Content

As described in the Issuer's registration statement on Form S-1 (File No. 333-259836) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

(continued from footnote 1) At an extraordinary general meeting of the Issuer's shareholders held on October 20, 2023, among other things, the Issuer's Amended and Restated Memorandum and Articles of Association was amended to change certain provisions which restrict the Class B ordinary shares from converting to Class A ordinary shares prior to the consummation of an initial business combination (the "Conversion Amendment"). In connection with the approval of the Conversion Amendment at the meeting, the Reporting Person converted all of its 5,619,077 Class B ordinary shares into an equal number of Class A ordinary shares.