SEC FORM 4

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^*

ESGEN LLC

(Last)

(First)

(Middle)

5956 SHERRY LANE

SUITE 1400

(Street)

DALLAS

75225

(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)

Director	X	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	03/13/2024		J⁽¹⁾⁽²⁾		1,583,260	D	$0	4,035,817	D
Class A Common Stock	03/13/2024		J⁽³⁾		4,035,817	A	⁽³⁾	4,035,817	D
Class A Common Stock	03/13/2024		J⁽⁴⁾		778,381	D	$0	3,257,436	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. Pursuant to the Business Combination Agreement, dated April 19, 2023 (the "Business Combination Agreement"), as amended by the First Amendment thereto, dated January 24, 2024, by and among ESGEN Acquisition Corporation, a Cayman Islands exempted company ("ESGEN"), Sunergy Renewables, LLC, a Nevada limited liability company, ESGEN OpCo, LLC, a Delaware limited liability company and wholly owned subsidiary of ESGEN, the Sunergy equityholders set forth on the signature pages thereto, ESGEN LLC, a Delaware limited liability company (the "Sponsor"), for the limited purposes set forth therein, and Timothy Bridgewater, an individual, in his capacity as the Sellers Representative, the parties effected a business combination transaction ("Business Combination"), on March 13, 2024.

2. (continued from footnote 1) In connection with the Business Combination, the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "Zeo Energy Corp." ("Zeo"). Prior to the Domestication and in connection with the Business Combination, the Sponsor forfeited and ESGEN cancelled 1,583,260 of Sponsor's Class A ordinary shares, par value $0.0001, of ESGEN ("ESGEN Class A Ordinary Shares").

3. In connection with the completion of the Business Combination and simultaneously with the Domestication, pursuant to the Business Combination Agreement, all of the Sponsor's 4,035,817 ESGEN Class A Ordinary Shares converted into shares of Class A common stock, par value $0.0001, of Zeo (the "Zeo Class A Common Stock") on a one-for-one basis for no additional consideration.

4. In connection with the completion of the Business Combination and after the Domestication, the Sponsor forfeited 778,381 shares of Zeo Class A Common Stock that were held in treasury by Zeo.

	/s/ Andrejka Bernatova, as attorney-in-fact	03/15/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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