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)
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2. Issuer Name and Ticker or Trading Symbol
Correlate Energy Corp. [ CIPI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 | ||||||
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) | |||||||||||||||
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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 | ||||||||
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). | ||
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. |