Mark M Jacobs Form 4 Zeo Energy / MARK M JACOBS 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^*

JACOBS MARK M

(Last)

(First)

(Middle)

7625 LITTLE RD, SUITE 200A

(Street)

NEW PORT RICHEY

34654

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zeo Energy Corp. [ ZEO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares⁽¹⁾	03/13/2024		C⁽¹⁾		80,000	A	⁽¹⁾	80,000	D
Class A Ordinary Shares⁽¹⁾	03/13/2024		J⁽²⁾		80,000	D	⁽²⁾	0	D
Class A Common Stock⁽²⁾	03/13/2024		J⁽²⁾		80,000	A	⁽²⁾	80,000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These Class A ordinary shares of ESGEN Acquisition Corp ("ESGEN"), par value $0.0001 (the "Class A Shares"), were converted from Class B ordinary shares, par value $0.0001 (the "Class B Shares"), of ESGEN on March 13, 2024 pursuant to the transactions contemplated by the Business Combination Agreement, dated as of April 19, 2023 (as amended on January 24, 2024), by and among the Issuer, ESGEN OpCo, LLC, Sunergy Renewables, LLC, and the other parties thereto (the "Business Combination Agreement"). In connection with this conversion, 58,000 of the Class B Shares were forfeited.

2. Pursuant to the transactions contemplated by the Business Combination Agreement, the Class A Shares, held by the reporting person were exchanged for an equal number of shares of Class A common stock, issued by the Issuer, on March 13, 2024, following ESGEN's domestication as a Delaware corporation.

	/s/ Mark M. Jacobs	03/15/2024
	** 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 4 (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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Mark M Jacobs Form 4Zeo Energy / MARK M JACOBS ownership change