4//SEC Filing
Zimmer Partners, LP 4
Accession 0001104659-21-084237
CIK 0001849408other
Filed
Jun 21, 8:00 PM ET
Accepted
Jun 22, 6:08 PM ET
Size
47.3 KB
Accession
0001104659-21-084237
Insider Transaction Report
Form 4
ZP Master Utility Fund, Ltd.
Director
Transactions
- Disposition to Issuer
Class B Common Stock
2021-06-04−1,437,500→ 8,505,000 total(indirect: By LLC) - Purchase
Class A Common Stock
2021-06-18$10.00/sh+3,500,000$35,000,000→ 3,500,000 total(indirect: By ZP Master Utility Fund, Ltd.) - Award
Class B Common Stock
2021-03-12$0.00/sh+10,062,500$20,125→ 10,062,500 total(indirect: By LLC) - Sale
Class B Common Stock
2021-04-28$0.00/sh−120,000$240→ 9,942,500 total(indirect: By LLC)
Zimmer Partners, LP
Director
Transactions
- Award
Class B Common Stock
2021-03-12$0.00/sh+10,062,500$20,125→ 10,062,500 total(indirect: By LLC) - Sale
Class B Common Stock
2021-04-28$0.00/sh−120,000$240→ 9,942,500 total(indirect: By LLC) - Purchase
Class A Common Stock
2021-06-18$10.00/sh+3,500,000$35,000,000→ 3,500,000 total(indirect: By ZP Master Utility Fund, Ltd.) - Disposition to Issuer
Class B Common Stock
2021-06-04−1,437,500→ 8,505,000 total(indirect: By LLC)
Zimmer Stuart J.
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Class B Common Stock
2021-06-04−1,437,500→ 8,505,000 total(indirect: By LLC) - Purchase
Class A Common Stock
2021-06-18$10.00/sh+3,500,000$35,000,000→ 3,500,000 total(indirect: By ZP Master Utility Fund, Ltd.) - Award
Class B Common Stock
2021-03-12$0.00/sh+10,062,500$20,125→ 10,062,500 total(indirect: By LLC) - Sale
Class B Common Stock
2021-04-28$0.00/sh−120,000$240→ 9,942,500 total(indirect: By LLC)
Zimmer Partners GP, LLC
Director
Transactions
- Sale
Class B Common Stock
2021-04-28$0.00/sh−120,000$240→ 9,942,500 total(indirect: By LLC) - Purchase
Class A Common Stock
2021-06-18$10.00/sh+3,500,000$35,000,000→ 3,500,000 total(indirect: By ZP Master Utility Fund, Ltd.) - Award
Class B Common Stock
2021-03-12$0.00/sh+10,062,500$20,125→ 10,062,500 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2021-06-04−1,437,500→ 8,505,000 total(indirect: By LLC)
ZETA Sponsor LLC
Director
Transactions
- Award
Class B Common Stock
2021-03-12$0.00/sh+10,062,500$20,125→ 10,062,500 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2021-06-04−1,437,500→ 8,505,000 total(indirect: By LLC) - Sale
Class B Common Stock
2021-04-28$0.00/sh−120,000$240→ 9,942,500 total(indirect: By LLC) - Purchase
Class A Common Stock
2021-06-18$10.00/sh+3,500,000$35,000,000→ 3,500,000 total(indirect: By ZP Master Utility Fund, Ltd.)
Transactions
- Sale
Class B Common Stock
2021-04-28$0.00/sh−120,000$240→ 9,942,500 total(indirect: By LLC) - Award
Class B Common Stock
2021-03-12$0.00/sh+10,062,500$20,125→ 10,062,500 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2021-06-04−1,437,500→ 8,505,000 total(indirect: By LLC) - Purchase
Class A Common Stock
2021-06-18$10.00/sh+3,500,000$35,000,000→ 3,500,000 total(indirect: By ZP Master Utility Fund, Ltd.)
Footnotes (8)
- [F1]Shares of Class B Common Stock of Zimmer Energy Transition Acquisition Corp. (the "Issuer") will automatically convert into shares of the Issuer's Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, and have no expiration date.
- [F2]The shares of Class B Common Stock held by ZETA Sponsor LLC include up to 1,125,000 shares that were subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities did not exercise in full their over-allotment option as described in the Issuer's registration statement. As the underwriters fully exercised their over-allotment option, no shares of Class B Common Stock were forfeited by ZETA Sponsor LLC.
- [F3]ZETA Sponsor LLC directly holds the shares of Class B Common Stock reported herein. ZP Master Utility Fund, Ltd. ("Master Utility") may be deemed to exercise voting and investment power over and have beneficial ownership of the securities held by ZETA Sponsor LLC as the sole member of ZETA Sponsor LLC. 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.
- [F4](continued from Footnote 3) Each of Zimmer Partners, LP, Zimmer GP, Sequentis and Stuart J. Zimmer may be deemed to exercise voting and investment power over and have beneficial ownership of the securities held by ZETA Sponsor LLC due to their relationship with Master Utility. Each of Master Utility, Zimmer Partners, LP, Zimmer GP, Sequentis and Stuart J. Zimmer disclaims beneficial ownership of the securities of the Issuer held directly by ZETA Sponsor LLC except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of the Master Utility, Zimmer Partners, LP, Zimmer GP, Sequentis or Stuart J. Zimmer is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- [F5]ZETA Sponsor LLC transferred 120,000 shares of Class B Common Stock in the aggregate to the independent director nominees of the Issuer at their original purchase price.
- [F6]ZETA Sponsor LLC contributed these shares of Class B Common Stock back to the Issuer for no consideration, resulting in ZETA Sponsor LLC holding 8,505,000 shares of Class B Common Stock.
- [F7]Master Utility directly holds the shares of Class A Common Stock reported herein. Master Utility acquired 3,500,000 units of the Issuer in the Issuer's initial public offering at a price of $10.00 per unit, with each unit consisting of one share of Class A Common Stock and one-third of one warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one share of Class A Common Stock at $11.50 per share. The Warrants included in the units will become exercisable, if at all, on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering. The Warrants are not being reported on this Form 4 because they cannot be exercised until the satisfaction of material conditions outside the control of the Reporting Persons.
- [F8](continued from Footnote 7) Zimmer Partners, LP is the investment manager of Master Utility. Zimmer GP is the general partner of Zimmer Partners, LP, and 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 be deemed to exercise voting and investment power over and have beneficial ownership of the securities held by Master Utility due to their relationship with Master Utility. 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 is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Issuer
Zimmer Energy Transition Acquisition Corp.
CIK 0001849408
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001565854
Filing Metadata
- Form type
- 4
- Filed
- Jun 21, 8:00 PM ET
- Accepted
- Jun 22, 6:08 PM ET
- Size
- 47.3 KB