Ads-Tec Energy Form 4 European Sustainable Growth Acquisition / Marc Rothfeldt 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^*

Rothfeldt Marc

(Last)

(First)

(Middle)

C/O EUROPEAN SUSTAINABLE GROWTH ACQ CORP

73 ARCH STREET, 3RD FLOOR

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
European Sustainable Growth Acquisition Corp. [ EUSG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2021

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, par value $0.0001 per share	12/21/2021		P		200,000	A	$10	200,000	I	By Vivara Holdings LLC⁽¹⁾

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)
Redeeemable Warrants	$11.5	01/21/2021		P		3,800,000		⁽²⁾	⁽²⁾	Class A ordinary Shares	3,800,000	$1	3,800,000	I	See Footnote⁽³⁾

Explanation of Responses:

1. Vivara Holdings LLC ("Vivara") is the record holder of 200,000 (the "Securities") class A ordinary shares, par value $0.0001 per share (the "Class A Shares") of European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company ("EUSG"). The reporting person is the manager of Vivara. As such, the reporting person has voting and investment discretion with respect to the Securities held of record by Vivara and may be deemed to have shared beneficial ownership of the Securities held directly by Vivara. The reporting person disclaims any beneficial ownership of the Securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

2. As disclosed in EUSG's Form S-1 (No. 333-251888), these warrants become exercisable 30 days after the completion of EUSG's initial business combination and expire five years after the completion of EUSG's initial business combination. EUSG anticipates that it will close its initial business combination with ads-tec Energy GmbH, based in Nurtingen and entered in the commercial register of the Stuttgart Local Court under HRB 762810, on December 22, 2021, as disclosed in the Form F-4 (No. 333-260312), as amended, filed by ads-tec Energy PLC, a public limited company incorporated in Ireland.

3. LRT Capital1 LLC, a Delaware limited liability company (the "Sponsor"), is the record holder of these securities. The reporting person is a manager of the managing member of the Sponsor. As such, he has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Marc Rothfeldt	12/21/2021
	** Signature of Reporting Person	Date
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Ads-Tec Energy Form 4European Sustainable Growth Acquisition / Marc Rothfeldt ownership change