Zeo Energy (ZEO) Form 3 Initial statement of insider ownership

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^*

ESGEN LLC

(Last) (First) (Middle)

5956 SHERRY LANE

SUITE 1400

(Street)

DALLAS TX 75225

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/19/2021

3. Issuer Name and Ticker or Trading Symbol
ESGEN Acquisition Corp [ ESAC ]

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)

X	Form filed by One Reporting Person
	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)	Class A ordinary shares	4,573,607(2)	(1)	D

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-259836) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

2. The shares of Class B common stock owned by the reporting person include up to 675,425 shares that are subject to forfeiture if the underwriters of the initial public offering do not exercise in full their over-allotment option as described in the issuer's registration statement.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney. ESGEN LLC ("Sponsor") is controlled by a board of managers that consists of Andrejka Bernatova, Michael C. Mayon and James P. Benson. Ms. Bernatova and Messrs. Mayon and Benson have voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have shared beneficial ownership of the securities held by the reporting person. The business address of each of these individuals is c/o ESGEN LLC, 5956 Sherry Lane Suite 1400

	/s/ Andrea Bernatova, as Attorney-in-Fact	10/19/2021
	** 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.
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