Sec Form 3 Filing - Guy Gianluca @ Zeo Energy Corp. - 2024-03-13

FORM 3 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 Guy Gianluca 2. Issuer Name and Ticker or Trading Symbol Zeo Energy Corp. [ ZEO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CISO and Director (Last) (First) (Middle) 7625 LITTLE RD, SUITE 200A 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2024 (Street) NEW PORT RICHEY, FL34654 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 V Common Stock ( 1 ) 5,900,478 I See Footnote ( 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 Guy Gianluca 7625 LITTLE RD, SUITE 200A NEW PORT RICHEY, FL34654 X CISO and Director Signatures /s/ Gianluca Guy 03/15/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the Issuer's current report on Form 8-K filed on March 13, 2024, these shares were issued as a result of the consummation by ZEO Energy Corp. (the "Issuer") of its initial business combination (the "Business Combination") on March 13, 2024, pursuant to that certain Business Combination Agreement, dated as of April 19, 2023 (as amended on January 24, 2024), by and among the Issuer, ESGEN OpCo, LLC, Sunergy Renewables, LLC, and the other parties thereto. The reporting person also holds corresponding economic, non-voting Class B units of ESGEN OpCo, LLC, a Delaware limited liability company (the "Exchangeable OpCo Units"). Subject to certain conditions, the reporting person may exchange their Exchangeable OpCo Units, together with the surrender for cancellation of an equal number of shares of Class V Common Stock of the Issuer, for shares of Class A common stock, par value $0.0001 per share, of the Issuer. ( 2 )Comprises shares of Zeo Class V Common Stock shares held of record by LAMADD LLC, for which the reporting person may be deemed to be the beneficial owner of shares held by such entitiy. The reporting person disclaims beneficial ownership over any such shares expected to be held by such entity.

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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