Sec Form 4/A Filing - Kadem Management, LLC @ Kadem Sustainable Impact Corp - 2021-05-03

FORM 4/A 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 Kadem Management, LLC 2. Issuer Name and Ticker or Trading Symbol Kadem Sustainable Impact Corp [ KSI] 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) C/O KADEM MANAGEMENT, LLC, 30 BROAD STREET, 14TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2021 (Street) NEW YORK, NY10004 4. If Amendment, Date Original Filed (MM/DD/YY) 05/03/2021 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

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 ( 1 ) 05/03/2021 J( 2 ) 656,250 ( 1 ) ( 1 ) Class A Common Stock 656,250 ( 2 ) 4,375,000 D( 3 )( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kadem Management, LLC C/O KADEM MANAGEMENT, LLC 30 BROAD STREET, 14TH FLOOR NEW YORK, NY10004 X Gassenheimer Charles C/O KADEM MANAGEMENT, LLC 30 BROAD STREET, 14TH FLOOR NEW YORK, NY10004 X X CEO and Secretary Mabus Raymond E C/O KADEM MANAGEMENT, LLC 30 BROAD STREET, 14TH FLOOR NEW YORK, NY10004 X X Signatures Kadem Management, LLC, By: /s/ Charles Gassenheimer, Managing Member 10/27/2022 Signature of Reporting Person Date Kadem Management, LLC, By: /s/ Raymond E. Mabus, Managing Member 10/27/2022 Signature of Reporting Person Date /s/ Charles Gassenheimer 10/27/2022 Signature of Reporting Person Date /s/ Raymond E. Mabus 10/27/2022 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 )The Class B Common Stock owned by Kadem Management, LLC included up to 656,250 shares that were subject to forfeiture in the event 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 on Form S-1 (File No. 333-253595). Because the underwriters did not exercise their over-allotment option, Kadem Management, LLC forfeited 656,250 shares of Class B Common Stock on May 3, 2021 for cancellation by the Issuer. ( 3 )Kadem Management, LLC is the record holder of the shares reported herein. Raymond E. Mabus, Jr. and Charles Gassenheimer are the managing members of Kadem Management, LLC. ( 4 )Each of Mr. Mabus and Mr. Gassenheimer may be deemed to have or share beneficial ownership of the common stock held directly by Kadem Management, LLC. Each such person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks: As previously reported on the Form 3 jointly filed March 16, 2021, as amended, each of Mr. Mabus and Mr. Gassenheimer, as the managing members of Kadem Management, LLC, may be deemed to have or share beneficial ownership of the common stock held directly by Kadem Management, LLC. This Form 4 is being amended solely to add Mr. Mabus and Mr. Gassenheimer as joint filers and to modify box 6 to reflect the joint filing.

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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