Sec Form 4 Filing - GoGreen Sponsor 1 LP @ GoGreen Investments Corp - 2021-10-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
GoGreen Sponsor 1 LP
2. Issuer Name and Ticker or Trading Symbol
GoGreen Investments Corp [ GOGN.U]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1021 MAIN ST., SUITE #1960
3. Date of Earliest Transaction (MM/DD/YY)
10/25/2021
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Ordinary Shares 10/25/2021 P( 1 ) 1,335,000 A $ 10 1,335,000 D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GoGreen Sponsor 1 LP
1021 MAIN ST., SUITE #1960
HOUSTON, TX77002
X
Dowd John
1021 MAIN ST., SUITE #1960
HOUSTON,, TX77002
X Chief Executive Officer
GOGREEN HOLDINGS 1 LLC
1021 MAIN ST., SUITE #1960
HOUSTON,, TX77002
X
Signatures
GoGreen Sponsor 1 LP By: /s/ John Dowd, Managing Member of GoGreen Holdings 1 LLC, the General Partner of GoGreen Sponsor 1 LP 10/27/2021
Signature of Reporting Person Date
GoGreen Holdings 1 LLC By: /s/ John Dowd, Managing Member 10/27/2021
Signature of Reporting Person Date
John Dowd /s/ John Dowd 10/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of 1,335,000 placement units purchased by GoGreen Sponsor 1 LP (the "Sponsor") for $10.00 per unit in a private placement transaction with the registrant. Each such unit consists of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
( 2 )The Sponsor is the record holder of the securities reported herein. GoGreen Holdings 1 LLC is the general partner of the Sponsor, of which John Dowd is the managing member. Mr. Dowd may be deemed to have beneficial ownership of the shares held by the Sponsor by virtue of his control over the Sponsor, as managing member of the Sponsor's general partner. Mr. Dowd disclaims beneficial ownership of the ordinary shares held by the Sponsor other than to the extent of his pecuniary interest in such shares. Each of our officers, directors and executive advisors is a limited partner of GoGreen Sponsor I LP. Each such individual disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he or she may have therein, directly or indirectly.

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).

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