M. Klein Associates Form 4 AltC Acquisition / Michael Stuart Klein ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Klein Michael Stuart

(Last) (First) (Middle)

C/O ALTC ACQUISITION CORP.

640 FIFTH AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AltC Acquisition Corp. [ ALCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock, par value $0.0001 per share	07/12/2021		A		1,435,000	A	$10	1,435,500	I	See Footnotes(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Klein Michael Stuart

(Last) (First) (Middle)

C/O ALTC ACQUISITION CORP.

640 FIFTH AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

M. Klein Associates, Inc.

(Last) (First) (Middle)

C/O ALTC ACQUISITION CORP.

640 FIFTH AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AltC Sponsor LLC

(Last) (First) (Middle)

C/O ALTC ACQUISITION CORP.

640 FIFTH AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. The reported shares of AltC Acquisition Corp. (the "Issuer") are directly held by AltC Sponsor LLC (the "Sponsor"). Michael Klein is the controlling stockholder of M. Klein Associates, Inc. which is the managing member of the Sponsor.

2. On July 12, 2021 in connection with the Issuer's initial public offering, the Sponsor purchased from the Issuer 1,450,000 shares of Class A common stock, par value $0.0001, at a purchase price of $10.00 per share.

	/s/ Michael Klein	07/14/2021
	M. Klein Associates, Inc. /s/ Jay Taragin Name: Jay Taragin Title: Authorized Person	07/14/2021
	AltC Sponsor LLC By: M. Klein Associates, Inc., its Manager /s/ Jay Taragin_Name: Jay Taragin Title: Authorized Person	07/14/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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