SEC Form 3 filed by new insider Kadem Management, Llc (Amendment)
$KSI
Consumer Electronics/Appliances
Industrials
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/16/2021 |
3. Issuer Name and Ticker or Trading Symbol
Kadem Sustainable Impact Corp [ KSI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 03/16/2021 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Common Stock, par value $0.0001 per share | (1) | (1) | Class A Common Stock, par value $0.0001 per share | 5,031,250(2) | (1) | D(3)(4) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and has no expiration date. |
| 2. Includes 656,250 shares of Class B Common Stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering of common stock do not exercise their over-allotment option in full. |
| 3. Kadem Management, LLC is the record holder of the shares reported herein. Raymond E. Mabus, Jr. and Charles Gassenheimer are the managing members of Kadem Management, LLC. |
| 4. Each of Mr. Mabus and Mr. Gassenheimer may be deemed to have or share beneficial ownership of the common stock held directly by Kadem Management, LLC. Each such person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| This Form 3 is being amended solely to include signature blocks for Charles Gassenheimer and Raymond E. Mabus in their individual capacity. |
| Kadem Management, LLC, By: /s/ Charles Gassenheimer, Managing Member | 10/27/2022 | |
| Kadem Management, LLC, By: /s/ Raymond E. Mabus, Managing Member | 10/27/2022 | |
| /s/ Charles Gassenheimer | 10/27/2022 | |
| /s/ Raymond E. Mabus | 10/27/2022 | |
| ** 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 5 (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. | ||