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^*

Michaels Todd Robert

(Last)

(First)

(Middle)

3212 S. EAGLE BROOK LANE

(Street)

EAGLE

83616

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Correlate Energy Corp. [ CIPI ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2024

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)
Common Stock	06/14/2024		J⁽¹⁾		116,164	A	$0.0001⁽¹⁾	118,587	I	By Spouse
Common Stock	06/14/2024		J⁽¹⁾		382,222	A	$0.0001⁽¹⁾	500,809	I	By Spouse
Common Stock	06/14/2024		J⁽¹⁾		236,371	A	$0.0001⁽¹⁾	3,627,985	D
Common Stock	06/14/2024		J⁽¹⁾		49,231	A	$0.0001⁽¹⁾	3,677,216	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)
Series A Preferred Stock	$0.85⁽²⁾	06/14/2024		J⁽¹⁾		106.367		06/14/2024	⁽³⁾	Common Stock	125,138	$106,367	1,469,138	D
Series A Preferred Stock	$0.85⁽²⁾	06/14/2024		J⁽¹⁾		22.154		06/14/2024	⁽³⁾	Common Stock	26,064	$22,154	1,495,202	D
Series A Preferred Stock	$0.85⁽²⁾	06/14/2024		J⁽¹⁾		52.274		06/14/2024	⁽³⁾	Common Stock	61,499	$52,274	111,499	I	By Spouse
Series A Preferred Stock	$0.85⁽²⁾	06/14/2024		J⁽¹⁾		172		06/14/2024	⁽³⁾	Common Stock	202,353	$172,000	313,852	I	By Spouse

Explanation of Responses:

1. In connection the conversion of debt, the Company issued a combination of common stock and preferred stock to the Reporting Person.

2. The Series A Preferred Stock has an initial conversion price of $0.85 per share, subject to adjustment for stock splits and a floating rate conversion price thereafter at a 25% discount to the 3-day VWAP prior to conversion and will exist until the Preferred Stock is retired, converted in full or repaid in full. The floating rate conversion price shall be subject to an initial floor price of $0.10 per share and will be increased upon the occurrence of a reverse split of the Company's common stock, but shall not exceed $0.50 per share in connection with any such reverse split.

3. Perpetual.

Remarks:

	/s/ Todd Robert Michaels	06/21/2024
	** 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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