Zimmer Partners GP Form 4 Zimmer Energy Transition Acquisition / Stuart J. Zimmer 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^*

Zimmer Stuart J.

(Last)

(First)

(Middle)

C/O ZETA SPONSOR LLC 9 WEST 57TH STREET

33RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zimmer Energy Transition Acquisition Corp. [ ZTAQU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2021

4. 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 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 B Common Stock	03/12/2021		A		10,062,500	A	$0.002	10,062,500⁽¹⁾⁽²⁾	I	By ZETA Sponsor LLC⁽³⁾⁽⁴⁾
Class B Common Stock	04/28/2021		S		120,000	D	$0.002⁽⁵⁾	9,942,500⁽¹⁾⁽²⁾	I	By ZETA Sponsor LLC⁽³⁾⁽⁴⁾
Class B Common Stock	06/04/2021		D		1,437,500	D	$0⁽⁶⁾	8,505,000⁽¹⁾⁽²⁾	I	By ZETA Sponsor LLC⁽³⁾⁽⁴⁾
Class A Common Stock	06/18/2021		P		3,500,000	A	$10	3,500,000⁽⁷⁾⁽⁸⁾	I	By ZP Master Utility Fund, Ltd.⁽⁷⁾⁽⁸⁾

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)

1. Name and Address of Reporting Person^*

Zimmer Stuart J.

(Last)

(First)

(Middle)

C/O ZETA SPONSOR LLC 9 WEST 57TH STREET

33RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ZETA Sponsor LLC

(Last)

(First)

(Middle)

9 WEST 57TH STREET

33RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ZP Master Utility Fund, Ltd.

(Last)

(First)

(Middle)

9 WEST 57TH STREET

33RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Zimmer Partners, LP

(Last)

(First)

(Middle)

9 WEST 57TH STREET

33RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Zimmer Partners GP, LLC

(Last)

(First)

(Middle)

9 WEST 57TH STREET

33RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequentis Financial LLC

(Last)

(First)

(Middle)

9 WEST 57TH STREET

33RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares of Class B Common Stock of Zimmer Energy Transition Acquisition Corp. (the "Issuer") will automatically convert into shares of the Issuer's Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, and have no expiration date.

2. The shares of Class B Common Stock held by ZETA Sponsor LLC include up to 1,125,000 shares that were subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities did not exercise in full their over-allotment option as described in the Issuer's registration statement. As the underwriters fully exercised their over-allotment option, no shares of Class B Common Stock were forfeited by ZETA Sponsor LLC.

3. ZETA Sponsor LLC directly holds the shares of Class B Common Stock reported herein. ZP Master Utility Fund, Ltd. ("Master Utility") may be deemed to exercise voting and investment power over and have beneficial ownership of the securities held by ZETA Sponsor LLC as the sole member of ZETA Sponsor LLC. Zimmer Partners, LP is the investment manager of Master Utility. Zimmer Partners GP, LLC ("Zimmer GP") is the general partner of Zimmer Partners, LP, and Sequentis Financial LLC ("Sequentis") is the sole member of Zimmer GP. Stuart J. Zimmer, and a trust for his benefit, are the sole members of Sequentis.

4. (continued from Footnote 3) Each of Zimmer Partners, LP, Zimmer GP, Sequentis and Stuart J. Zimmer may be deemed to exercise voting and investment power over and have beneficial ownership of the securities held by ZETA Sponsor LLC due to their relationship with Master Utility. Each of Master Utility, Zimmer Partners, LP, Zimmer GP, Sequentis and Stuart J. Zimmer disclaims beneficial ownership of the securities of the Issuer held directly by ZETA Sponsor LLC except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of the Master Utility, Zimmer Partners, LP, Zimmer GP, Sequentis or Stuart J. Zimmer is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

5. ZETA Sponsor LLC transferred 120,000 shares of Class B Common Stock in the aggregate to the independent director nominees of the Issuer at their original purchase price.

6. ZETA Sponsor LLC contributed these shares of Class B Common Stock back to the Issuer for no consideration, resulting in ZETA Sponsor LLC holding 8,505,000 shares of Class B Common Stock.

7. Master Utility directly holds the shares of Class A Common Stock reported herein. Master Utility acquired 3,500,000 units of the Issuer in the Issuer's initial public offering at a price of $10.00 per unit, with each unit consisting of one share of Class A Common Stock and one-third of one warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one share of Class A Common Stock at $11.50 per share. The Warrants included in the units will become exercisable, if at all, on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering. The Warrants are not being reported on this Form 4 because they cannot be exercised until the satisfaction of material conditions outside the control of the Reporting Persons.

8. (continued from Footnote 7) Zimmer Partners, LP is the investment manager of Master Utility. Zimmer GP is the general partner of Zimmer Partners, LP, and Sequentis is the sole member of Zimmer GP. Stuart J. Zimmer, and a trust for his benefit, are the sole members of Sequentis. Each of Zimmer Partners, LP, Zimmer GP, Sequentis and Stuart J. Zimmer may be deemed to exercise voting and investment power over and have beneficial ownership of the securities held by Master Utility due to their relationship with Master Utility. Each of Zimmer Partners, LP, Zimmer GP, Sequentis and Stuart J. Zimmer disclaims beneficial ownership of the securities of the Issuer held directly by Master Utility except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of Zimmer Partners, LP, Zimmer GP, Sequentis or Stuart J. Zimmer is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

Stuart J. Zimmer serves as Chairman of the Board of Directors of Zimmer Energy Transition Acquisition Corp. (the "Issuer"). By virtue of their representation on the Issuer's Board of Directors, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons other than Mr. Zimmer are deemed to be directors by deputization of the Issuer. See Exhibit 99.1 - Joint Filer Information

	Stuart J. Zimmer, /s/ Stuart J. Zimmer	06/22/2021
	ZETA Sponsor LLC, /s/ Stuart J. Zimmer, Name: Stuart J. Zimmer, Title: Chief Executive Officer	06/22/2021
	ZP Master Utility Fund, Ltd., By: Zimmer Partners, LP, its invest mgr, By: Zimmer Partners GP, LLC, its gen ptnr, By: Sequentis Financial LLC, its mng mbr, /s/ Barbara Burger, Name: Barbara Burger, Title: Director, General Counsel and Secretary	06/22/2021
	Zimmer Partners, LP, By: Zimmer Partners GP, LLC, its gen ptnr, /s/ Barbara Burger, Name: Barbara Burger, Title: Authorized Signatory	06/22/2021
	Zimmer Partners GP, LLC, By: Sequentis Financial LLC, Sole Member, /s/ Stuart J. Zimmer, Name: Stuart J. Zimmer, Title: Director	06/22/2021
	Sequentis Financial LLC, /s/ Stuart J. Zimmer, Name: Stuart J. Zimmer, Title: Director	06/22/2021
	** 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).
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Zimmer Partners GP Form 4Zimmer Energy Transition Acquisition / Stuart J. Zimmer ownership change