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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PERISCOPE CAPITAL INC.

(Last)

(First)

(Middle)

333 BAY STREET, SUITE 1240

(Street)

TORONTO

M5H 2R2

(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)
03/15/2024

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)

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)
Warrants⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	$11.5⁽³⁾	03/15/2024		S			2,000	04/12/2024	⁽³⁾	Class A Common Stock⁽¹⁾	2,000⁽¹⁾	$0.1842	782,400	I	See Footnotes⁽¹⁾⁽²⁾
Warrants⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾	$11.5⁽³⁾	03/20/2024		S			1,200	04/12/2024	⁽³⁾	Class A Common Stock⁽¹⁾	1,200⁽¹⁾	$0.13	781,200	I	See Footnotes⁽¹⁾⁽²⁾
Warrants⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾	$11.5⁽³⁾	03/25/2024		S			300,000	04/12/2024	⁽³⁾	Class A Common Stock⁽¹⁾	300,000⁽¹⁾	$0.12	481,200	I	See Footnotes⁽¹⁾⁽²⁾

Explanation of Responses:

1. The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Warrants ("Warrants"), each exercisable for one share of Class A Common Stock, par value $0.0001 per share "Class A Common Stock"), of Zeo Energy Corp. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

2. Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 0 Warrants; (ii) New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 110,700 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 370,500 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 0 Warrants. Periscope, although it directs the voting and disposition of the Warrants held by the Funds, only receives an asset-based fee relating to the Warrants held by the Funds.

3. Pursuant to the terms of the Warrant Agreement dated as of October 22, 2021 by and among the Issuer and the other parties thereto (i) each Warrant is exercisable at a price of $11.50, subject to adjustment as specified therein and (ii) the Warrants will expire on a date to be fixed by the Issuer upon its election to redeem the Warrants.

4. On March 15, 2025, Nautilus MF sold 1,200 Warrants and Periscope TRF sold 800 Warrants.

5. On March 20, 2024, Nautilus MF sold 700 Warrants and Periscope TRF sold 500 Warrants.

6. On March 25, 2024, Nautilus MF sold 58,200 Warrants, NH TAF sold 45,700 Warrants, PF LP sold 600 Warrants, Periscope SPAC WOF sold 153,200 Warrants and Periscope TRF sold 42,300 Warrants.

	Periscope Capital Inc., By: /s/ Lisa Shostack, General Counsel	03/25/2024
	** 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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