Esgen Llc - Oct 23, 2023 Form 4 Insider Report for ESGEN Acquisition Corp (ESAC)

Role
10%+ Owner
Signature
/s/ Andrejka Bernatova, as attorney-in-fact
Stock symbol
ESAC
Transactions as of
Oct 23, 2023
Transactions value $
$0
Form type
4
Date filed
2/8/2024, 05:17 PM
Previous filing
Oct 22, 2021
Next filing
Mar 15, 2024

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 +5.62M 5.62M Oct 23, 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 -5.62M -100% 0 Oct 23, 2023 Class A Ordinary Shares 5.62M 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.