Srinath Narayanan Form 4 Project Energy Reimagined Acquisition / Srinath Narayanan 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^*

Narayanan Srinath

(Last)

(First)

(Middle)

C/O PROJECT ENERGY REIMAGINED ACQ. CORP.

1285 CAMINO REAL, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Project Energy Reimagined Acquisition Corp. [ PEGR ]

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)
08/01/2023

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 A ordinary shares	08/01/2023		C		5,272,697	A	⁽¹⁾	5,272,697	I	See Footnote⁽²⁾

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)
Class B ordinary shares	⁽¹⁾	08/01/2023		C			5,272,698	⁽¹⁾	⁽¹⁾	Class A ordinary shares	5,272,697	⁽¹⁾	1	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

Narayanan Srinath

(Last)

(First)

(Middle)

C/O PROJECT ENERGY REIMAGINED ACQ. CORP.

1285 CAMINO REAL, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Smilodon Capital, LLC

(Last)

(First)

(Middle)

C/O PROJECT ENERGY REIMAGINED ACQ. CORP.

1285 CAMINO REAL, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Admit Capital, LLC

(Last)

(First)

(Middle)

C/O PROJECT ENERGY REIMAGINED ACQ. CORP.

1285 CAMINO REAL, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the Issuer's initial business combination on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-254695) and have no expiration date. On August 1, 2023, the Issuer's shareholders approved an amendment to the Issuer's amended and restated articles of association to allow holders of Class B ordinary shares to effect the conversion of Class B ordinary shares to Class A ordinary shares, at their option, prior to the time of the Issuer's initial business combination. Following such approval, on August 1, 2023, Smilodon Capital, LLC (the "Sponsor") exercised its right to convert 5,272,697 Class B ordinary shares into 5,272,697 Class A ordinary shares on a one-for-one basis.

2. The reported securities are held directly by the Sponsor and indirectly by Admit Capital, LLC ("Admit Capital"), as the manager of the Sponsor, and Srinath Narayanan, as the manager of Admit Capital. By virtue of these relationships, each of Admit Capital and Mr. Narayanan may be deemed to share beneficial ownership of the reported securities. Each of Admit Capital and Mr. Narayanan disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.

Remarks:

See Exhibit 24.1 - Power of Attorney (Srinath Narayanan); See Exhibit 24.2 - Power of Attorney (Smilodon Capital, LLC); See Exhibit 24.3 - Power of Attorney (Admit Capital, LLC)

	/s/ Brian N. Wheaton, Attorney-in-Fact	08/03/2023
	** 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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Srinath Narayanan Form 4Project Energy Reimagined Acquisition / Srinath Narayanan ownership change