Kalen Larsen - Mar 13, 2024 Form 3 Insider Report for Zeo Energy Corp. (ZEO)

Role: Chief Operating Officer
Signature: /s/ Kalen Larsen
Stock symbol: ZEO
Transactions as of: Mar 13, 2024
Transactions value $: $0
Form type: 3
Date filed: 3/15/2024, 05:00 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ZEO	Class V Common Stock						5.52M	Mar 13, 2024	See Footnote	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 current report on Form 8-K filed on March 13, 2024, these shares were issued as a result of the consummation by ZEO Energy Corp. (the "Issuer") of its initial business combination (the "Business Combination") on March 13, 2024, pursuant to that certain Business Combination Agreement, dated as of April 19, 2023 (as amended on January 24, 2024), by and among the Issuer, ESGEN OpCo, LLC, Sunergy Renewables, LLC, and the other parties thereto. The reporting person also holds corresponding economic, non-voting Class B units of ESGEN OpCo, LLC, a Delaware limited liability company (the "Exchangeable OpCo Units"). Subject to certain conditions, the reporting person may exchange their Exchangeable OpCo Units, together with the surrender for cancellation of an equal number of shares of Class V Common Stock of the Issuer, for shares of Class A common stock, par value $0.0001 per share, of the Issuer.
F2	Comprises shares of Class V Common Stock of the Issuer held of record by JKae Holdings, LLC, for which the reporting person may be deemed to be the beneficial owner of shares held by such entity. The reporting person disclaims beneficial ownership over any such shares expected to be held by such entity.

Content

As described in the Issuer's current report on Form 8-K filed on March 13, 2024, these shares were issued as a result of the consummation by ZEO Energy Corp. (the "Issuer") of its initial business combination (the "Business Combination") on March 13, 2024, pursuant to that certain Business Combination Agreement, dated as of April 19, 2023 (as amended on January 24, 2024), by and among the Issuer, ESGEN OpCo, LLC, Sunergy Renewables, LLC, and the other parties thereto. The reporting person also holds corresponding economic, non-voting Class B units of ESGEN OpCo, LLC, a Delaware limited liability company (the "Exchangeable OpCo Units"). Subject to certain conditions, the reporting person may exchange their Exchangeable OpCo Units, together with the surrender for cancellation of an equal number of shares of Class V Common Stock of the Issuer, for shares of Class A common stock, par value $0.0001 per share, of the Issuer.

Comprises shares of Class V Common Stock of the Issuer held of record by JKae Holdings, LLC, for which the reporting person may be deemed to be the beneficial owner of shares held by such entity. The reporting person disclaims beneficial ownership over any such shares expected to be held by such entity.