0001104659-21-084237.txt : 20210622 0001104659-21-084237.hdr.sgml : 20210622 20210622180841 ACCESSION NUMBER: 0001104659-21-084237 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210312 FILED AS OF DATE: 20210622 DATE AS OF CHANGE: 20210622 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zimmer Partners, LP CENTRAL INDEX KEY: 0001565854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40500 FILM NUMBER: 211036568 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.440.0770 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZETA Sponsor LLC CENTRAL INDEX KEY: 0001848358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40500 FILM NUMBER: 211036570 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-440-0749 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zimmer Stuart J. CENTRAL INDEX KEY: 0001858477 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40500 FILM NUMBER: 211036571 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZP Master Utility Fund, Ltd. CENTRAL INDEX KEY: 0001865103 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40500 FILM NUMBER: 211036569 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-440-0749 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zimmer Partners GP, LLC CENTRAL INDEX KEY: 0001864610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40500 FILM NUMBER: 211036567 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-440-0749 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sequentis Financial LLC CENTRAL INDEX KEY: 0001864851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40500 FILM NUMBER: 211036566 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-440-0749 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zimmer Energy Transition Acquisition Corp. CENTRAL INDEX KEY: 0001849408 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-440-0749 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 tm2119620-7_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-03-12 0 0001849408 Zimmer Energy Transition Acquisition Corp. ZTAQU 0001858477 Zimmer Stuart J. C/O ZETA SPONSOR LLC 9 WEST 57TH STREET 33RD FLOOR NEW YORK NY 10019 1 1 1 0 Chief Executive Officer 0001848358 ZETA Sponsor LLC 9 WEST 57TH STREET 33RD FLOOR NEW YORK NY 10019 1 0 0 0 0001865103 ZP Master Utility Fund, Ltd. 9 WEST 57TH STREET 33RD FLOOR NEW YORK NY 10019 1 0 1 0 0001565854 Zimmer Partners, LP 9 WEST 57TH STREET 33RD FLOOR NEW YORK NY 10019 1 0 1 0 0001864610 Zimmer Partners GP, LLC 9 WEST 57TH STREET 33RD FLOOR NEW YORK NY 10019 1 0 1 0 0001864851 Sequentis Financial LLC 9 WEST 57TH STREET 33RD FLOOR NEW YORK NY 10019 1 0 1 0 Class B Common Stock 2021-03-12 4 A 0 10062500 0.002 A 10062500 I By ZETA Sponsor LLC Class B Common Stock 2021-04-28 4 S 0 120000 0.002 D 9942500 I By ZETA Sponsor LLC Class B Common Stock 2021-06-04 4 D 0 1437500 0 D 8505000 I By ZETA Sponsor LLC Class A Common Stock 2021-06-18 4 P 0 3500000 10.00 A 3500000 I By ZP Master Utility Fund, Ltd. 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. 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. 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. (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. 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. 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. 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. (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. 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. See Exhibit 99.1 - Joint Filer Information Stuart J. Zimmer, /s/ Stuart J. Zimmer 2021-06-22 ZETA Sponsor LLC, /s/ Stuart J. Zimmer, Name: Stuart J. Zimmer, Title: Chief Executive Officer 2021-06-22 ZP Master Utility Fund, Ltd., By: Zimmer Partners, LP, its invest mgr, By: Zimmer Partners GP, LLC, its gen ptnr, By: Sequentis Financial LLC, its mng mbr, /s/ Barbara Burger, Name: Barbara Burger, Title: Director, General Counsel and Secretary 2021-06-22 Zimmer Partners, LP, By: Zimmer Partners GP, LLC, its gen ptnr, /s/ Barbara Burger, Name: Barbara Burger, Title: Authorized Signatory 2021-06-22 Zimmer Partners GP, LLC, By: Sequentis Financial LLC, Sole Member, /s/ Stuart J. Zimmer, Name: Stuart J. Zimmer, Title: Director 2021-06-22 Sequentis Financial LLC, /s/ Stuart J. Zimmer, Name: Stuart J. Zimmer, Title: Director 2021-06-22 EX-99.1 2 tm2119620d7_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Form 4 Joint Filer Information

 

 

Name:

 

 

 

 

ZETA Sponsor LLC

 

Address:

 

 

 

9 West 57th Street

33rd Floor

New York, NY 10019

 

 

Date of Event Requiring Statement:

 

 

 

 

03/12/2021

 

 

Name:

 

 

 

 

ZP Master Utility Fund, Ltd.

 

Address:

 

 

 

9 West 57th Street

33rd Floor

New York, NY 10019

 

 

Date of Event Requiring Statement:

 

 

 

 

03/12/2021

 

 

Name:

 

 

 

 

Zimmer Partners, LP

 

Address:

 

 

 

9 West 57th Street

33rd Floor

New York, NY 10019

 

 

Date of Event Requiring Statement:

 

 

 

 

03/12/2021

 

 

 

 

 

Name:

 

 

 

 

Zimmer Partners GP, LLC

 

Address:

 

 

 

9 West 57th Street

33rd Floor

New York, NY 10019

 

 

Date of Event Requiring Statement:

 

 

 

 

03/12/2021

 

 

Name:

 

 

 

 

Sequentis Financial LLC

 

Address:

 

 

 

9 West 57th Street

33rd Floor

New York, NY 10019

 

 

Date of Event Requiring Statement:

 

 

 

 

03/12/2021