Kadem Sustainable Impact (KSI) Form 3/A Kadem Sustainable Impact / Raymond E Mabus ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Kadem Management, LLC

(Last) (First) (Middle)

C/O KADEM MANAGEMENT, LLC

30 BROAD STREET, 14TH FLOOR

(Street)

NEW YORK NY 10004

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2021

3. Issuer Name and Ticker or Trading Symbol
Kadem Sustainable Impact Corp [ KSI ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/16/2021

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock, par value $0.0001 per share	(1)	(1)	Class A Common Stock, par value $0.0001 per share	5,031,250(2)	(1)	D(3)(4)

1. Name and Address of Reporting Person^*

Kadem Management, LLC

(Last) (First) (Middle)

C/O KADEM MANAGEMENT, LLC

30 BROAD STREET, 14TH FLOOR

(Street)

NEW YORK NY 10004

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gassenheimer Charles

(Last) (First) (Middle)

C/O KADEM MANAGEMENT, LLC

30 BROAD STREET, 14TH FLOOR

(Street)

NEW YORK NY 10004

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mabus Raymond E

(Last) (First) (Middle)

C/O KADEM MANAGEMENT, LLC

30 BROAD STREET, 14TH FLOOR

(Street)

NEW YORK NY 10004

(City) (State) (Zip)

Explanation of Responses:

1. The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and has no expiration date.

2. Includes 656,250 shares of Class B Common Stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering of common stock do not exercise their over-allotment option in full.

3. Kadem Management, LLC is the record holder of the shares reported herein. Raymond E. Mabus, Jr. and Charles Gassenheimer are the managing members of Kadem Management, LLC.

4. Each of Mr. Mabus and Mr. Gassenheimer may be deemed to have or share beneficial ownership of the common stock held directly by Kadem Management, LLC. Each such person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

This Form 3 is being amended solely to include signature blocks for Charles Gassenheimer and Raymond E. Mabus in their individual capacity.

	Kadem Management, LLC, By: /s/ Charles Gassenheimer, Managing Member	10/27/2022
	Kadem Management, LLC, By: /s/ Raymond E. Mabus, Managing Member	10/27/2022
	/s/ Charles Gassenheimer	10/27/2022
	/s/ Raymond E. Mabus	10/27/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.