GoGreen Investments Form 3 GoGreen Investments / John Dowd 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

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1. Name and Address of Reporting Person^*

GoGreen Sponsor 1 LP

(Last) (First) (Middle)

1021 MAIN ST., SUITE #1960

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/20/2021

3. Issuer Name and Ticker or Trading Symbol
GoGreen Investments Corp [ GOGN.U ]

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)

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 Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares	6,900,000(2)	(1)	D(2)(3)

1. Name and Address of Reporting Person^*

GoGreen Sponsor 1 LP

(Last) (First) (Middle)

1021 MAIN ST., SUITE #1960

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOGREEN HOLDINGS 1 LLC

(Last) (First) (Middle)

1021 MAIN ST., SUITE #1960

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dowd John

(Last) (First) (Middle)

1021 MAIN ST., SUITE #1960

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. As described in the registrant's registration statement on Form S-1 (File No. 333-256781) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

2. . These shares represent the Class B ordinary shares held by GoGreen Sponsor 1 LP (the "Sponsor") acquired pursuant to a subscription agreement dated as of March 17, 2021 by and between the Sponsor and the registrant. These shares include an aggregate of 900,000 shares that are subject to forfeiture to the extent that the underwriter's do not exercise their over-allotment option in connection with the registrant's initial public offering in full. GoGreen Holdings 1 LLC is the general partner of the Sponsor, of which John Dowd is the managing member. Each of our officers, directors, director nominees and executive advisors is a limited partner of GoGreen Sponsor I LP. Each such individual disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he or she may have therein, directly or indirectly.

3. Mr. Dowd may be deemed to have beneficial ownership of the shares held by the Sponsor by virtue of his control over the Sponsor, as managing member of the Sponsor's general partner. Mr. Dowd disclaims beneficial ownership of the ordinary shares held by the Sponsor other than to the extent of his pecuniary interest in such shares.

	GoGreen Sponsor 1 LP By: /s /John Dowd, Managing Member of GoGreen Holdings 1 LLC, the General Partner of GoGreen Sponsor 1 LP	10/20/2021
	GoGreen Holdings 1 LLC By: /s /John Dowd, Managing Member	10/20/2021
	/s /John Dowd	10/20/2021
	** 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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