SEP Acquisition Corp - Ordinary Shares (SEPA) Form 4 SEP Acquisition / Marshall Blair Garrou 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^*

Garrou Marshall Blair

(Last) (First) (Middle)

3737 BUFFALO SPEEDWAY, SUITE 1750

(Street)

HOUSTON TX 77098

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SEP Acquisition Corp. [ SEPA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2023

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

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

X	Form filed by One Reporting Person
	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	10/02/2023		C		2,415,375	A	(1)	2,415,375	I	See Footnote(2)
Class A common stock								795,000	I	See Footnote(3)

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
Class B common stock	(1)	10/02/2023		C			2,415,375	(4)	(4)	Class A common stock	2,415,375	$0	1,050,000	I	See Footnote(2)

Explanation of Responses:

1. The shares of Class B common stock were converted into shares of Class A common stock on a one-for-one basis pursuant to the Issuer's Amended and Restated Certificate of Incorporation (as amended), in effect on the date of conversion.

2. Represents shares held by Mercury Sponsor Group I LLC. M. Blair Garrou is a manager of Mercury Sponsor Group I LLC. Affiliates of M. Blair Garrou own 50% of the economic interest of Mercury Sponsor Group I LLC. As such, M. Blair Garrou may be deemed to have beneficial ownership of the Class A common stock and Class B common stock held directly by Mercury Sponsor Group I LLC. M. Blair Garrou disclaims beneficial ownership over any securities owned by Mercury Sponsor Group I LLC in which he does not have any pecuniary interest.

3. Represents shares of Class A common stock held by Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC. M. Blair Garrou is the sole manager of Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC. As such, M. Blair Garrou may be deemed to have beneficial ownership of the Class A common stock held directly by each of Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC. M. Blair Garrou disclaims beneficial ownership over any securities owned by Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC in which he does not have any pecuniary interest.

4. On October 3, 2023, the Issuer amended its Amended and Restated Certificate of Incorporation (as amended) to adjust the conversion ratio so that shares of Class B common stock are convertible into shares of Class A common stock on a 1:0.277 basis. Shares of Class B common stock are convertible into shares of Class A common stock (A) at any time and from time to time at the option of the holder thereof and (B) automatically on the closing of the Issuer's initial business combination. The Class B common stock has no expiration date.

	/s/ M. Blair Garrou	10/03/2023
	** Signature of Reporting Person	Date
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