Sec Form 3 Filing - CONNALLY JOHN B III @ CENAQ Energy Corp. - 2021-08-19

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 CONNALLY JOHN B III 2. Issuer Name and Ticker or Trading Symbol CENAQ Energy Corp. [ CENQU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) C/O CENAQ ENERGY CORP., 4550 POST OAK PLACE DR. SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 08/19/2021 (Street) HOUSTON, TX77027 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

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 Class B Common Stock, par value $0.0001 per share ( 1 ) $ 0 ( 3 ) ( 3 ) Class A Common Stock 3,487,500 I See footnote ( 2 ) Warrants $ 11.5 ( 3 ) ( 3 ) Class A Common Stock 4,950,000 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CONNALLY JOHN B III C/O CENAQ ENERGY CORP. 4550 POST OAK PLACE DR. SUITE 300 HOUSTON, TX77027 X Chairman of the Board Signatures /s/ John B. Connally III 10/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B common stock are convertible into shares of the Issuer's Class A common stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights and have no expiration date. ( 2 )CENAQ Sponsor, LLC is the record holder of the shares reported herein. John B. Connally III, J. Russell Porter, and Michael J. Mayell are the members of the board of managers of CENAQ Sponsor, LLC. As such, they may be deemed to have or share beneficial ownership of the Class B common stock and Warrants held directly by CENAQ Sponsor, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. ( 3 )Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described in the prospectus, and only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of the initial business combination or 12 months from the closing of the initial public offering, and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation, as described in the prospectus.

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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