Clean Earth Acquisitions Sponsor LLC - Feb 23, 2022 Form 3 Insider Report for Clean Earth Acquisitions Corp. (CLIN)

Role: 10%+ Owner
Signature: /s/ Alex Greystoke - Clean Earth Acquisitions Sponsor LLC, By: Alex Greystoke, Manager
Stock symbol: CLIN
Transactions as of: Feb 23, 2022
Transactions value $: $0
Form type: 3
Date filed: 2/23/2022, 08:32 PM
Next filing: Mar 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CLIN	Class A common stock, $0.0001 par value per share						800K	Feb 23, 2022	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
holding	CLIN	Class B common stock, $0.0001 par value per share							Feb 23, 2022	Class A common stock, $0.0001 par value per share	7.67M		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Shares of Class A common stock purchased by the reporting person in a private placement concurrently with the issuer's initial public offering.
F2	The Board of Managers of the reporting person are Alex Greystoke, David Saab, and Martha Ross. Each of these individuals has voting and dispositive power over the shares owned by Clean Earth Acquisitions Sponsor, LLC. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Based upon the foregoing analysis, none of the aforementioned individuals exercises voting or dispositive control over any of the securities held by Clean Earth Acquisitions Sponsor, LLC, even those in which such person directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.
F3	The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-261201) (the "Registration Statement") and have no expiration date. The shares of Class B common stock beneficially owned by the Reporting Persons include up to 1,000,000 shares of Class B common stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.