| 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*
(Street)
| 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)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 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) | |||||||||||||||
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| 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 | ||||||||
| 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 | |
| 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
