SEC Form 3
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*
Zimmer Stuart J.

(Last) (First) (Middle)
C/O ZETA SPONSOR LLC
9 WEST 57TH STREET 33RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2021
3. Issuer Name and Ticker or Trading Symbol
Zimmer Energy Transition Acquisition Corp. [ ZTAQU ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
Class B Common Stock 8,505,000(1)(2) I By ZETA Sponsor LLC(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
Zimmer Stuart J.

(Last) (First) (Middle)
C/O ZETA SPONSOR LLC
9 WEST 57TH STREET 33RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
ZETA Sponsor LLC

(Last) (First) (Middle)
9 WEST 57TH STREET
33RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ZP Master Utility Fund, Ltd.

(Last) (First) (Middle)
9 WEST 57TH STREET
33RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Zimmer Partners, LP

(Last) (First) (Middle)
9 WEST 57TH STREET
33RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Zimmer Partners GP, LLC

(Last) (First) (Middle)
9 WEST 57TH STREET
33RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sequentis Financial LLC

(Last) (First) (Middle)
9 WEST 57TH STREET
33RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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.
2. The shares of Class B Common Stock held by ZETA Sponsor LLC include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the Issuer's securities do not exercise in full their over-allotment option as described in the Issuer's registration statement.
3. ZETA Sponsor LLC directly holds the shares 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.
4. (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.
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. See Exhibit 24.1 - Power of Attorney See Exhibit 99.1 - Joint Filer Information
Stuart J. Zimmer, /s/ Stuart J. Zimmer 06/15/2021
ZETA Sponsor LLC, /s/ Stuart J. Zimmer, Name: Stuart J. Zimmer, Title: Chief Executive Officer 06/15/2021
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 06/15/2021
Zimmer Partners, LP, By: Zimmer Partners GP, LLC, its general partner, /s/ Barbara Burger, Name: Barbara Burger, Title: Authorized Signatory 06/15/2021
Zimmer Partners GP, LLC, By: Sequentis Financial LLC, Sole Member, /s/ Stuart J. Zimmer, Name: Stuart J. Zimmer, Title: Director 06/15/2021
Sequentis Financial LLC, /s/ Stuart J. Zimmer, Name: Stuart J. Zimmer, Title: Director 06/15/2021
** 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).
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