| 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
Zimmer Energy Transition Acquisition Corp. [ ZT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/09/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 06/09/2023 | D(1) | 3,500,000 | D | $10.246(1) | 0 | I | By ZP Master Utility Fund, Ltd.(2)(3) | ||
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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 | ||||||||
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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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. On June 2, 2023, Zimmer Energy Transition Acquisition Corp. (the "Issuer") announced that it will redeem all of its outstanding shares of Class A Common Stock that were included in the units issued in its initial public offering (the "Public Shares"), effective as of the close of business on June 16, 2023, as the Issuer will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. The per share redemption price for the Public Shares will be $10.24600261, which was definitively determined on June 9, 2023. As of the close of business on June 16, 2023, the Public Shares, including all shares of Class A Common Stock that were beneficially owned by the Reporting Persons, will be deemed cancelled and will represent only the right to receive the redemption amount. |
| 2. ZP Master Utility Fund, Ltd. ("Master Utility") directly holds the shares of Class A Common Stock reported herein. Zimmer Partners, LP is the investment manager of Master Utility. Zimmer Partners GP, LLC ("Zimmer GP") is the general partner of Zimmer Partners, LP, and Sequentis Financial LLC ("Sequentis") is the sole member of Zimmer GP. Stuart J. Zimmer, and a trust for his benefit, are the sole members of Sequentis. Each of Zimmer Partners, LP, Zimmer GP, Sequentis and Stuart J. Zimmer may have been deemed to exercise voting and investment power over and have had beneficial ownership of the securities held by Master Utility due to their relationship with Master Utility. |
| 3. Each of Zimmer Partners, LP, Zimmer GP, Sequentis and Stuart J. Zimmer disclaims beneficial ownership of the securities of the Issuer held directly by Master Utility except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of Zimmer Partners, LP, Zimmer GP, Sequentis or Stuart J. Zimmer was the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| Remarks: |
| Stuart J. Zimmer serves as Chairman of the Board of Directors of Zimmer Energy Transition Acquisition Corp. (the "Issuer"). By virtue of their representation on the Issuer's Board of Directors, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons other than Mr. Zimmer are deemed to be directors by deputization of the Issuer. |
| /s/ Stuart J. Zimmer | 06/13/2023 | |
| ZP Master Utility Fund, Ltd. By: Zimmer Partners, LP, its investment manager, By: Zimmer Partners GP, LLC, its general partner /s/ Barbara Burger, Name: Barbara Burger, Title: Authorized Signatory | 06/13/2023 | |
| Zimmer Partners, LP, By: Zimmer Partners GP, LLC, its general partner /s/ Barbara Burger, Name: Barbara Burger, Title: Authorized Signatory | 06/13/2023 | |
| Zimmer Partners GP, LLC By: Sequentis Financial LLC, Sole Member /s/ Stuart J. Zimmer, Name: Stuart J. Zimmer, Title: Director | 06/13/2023 | |
| Sequentis Financial LLC /s/ Stuart J. Zimmer, Name: Stuart J. Zimmer, Title: Director | 06/13/2023 | |
| ** 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. | ||