LEUSCHEN DAVID M Form 4 Filed 2023-11-13

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 ^*

Agriculture & Natural Solutions Acquisition Sponsor LLC

2. Issuer Name and Ticker or Trading Symbol
Agriculture & Natural Solutions Acquisition Corp [ANSC]

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 RIVERSTONE HOLDINGS LLC, 712 FIFTH AVENUE, 36TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2023

(Street)

NEW YORK, NY 10019

(City)

(State)

(Zip)

4. If Amendment, Date 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Ordinary Shares, par value $0.0001 per share

⁽¹⁾

11/13/2023

J⁽²⁾

200,000

⁽¹⁾

Class A Ordinary Shares, par value $0.0001 per share

200,000

⁽²⁾

8,225,000

See footnotes⁽³⁾⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Agriculture & Natural Solutions Acquisition Sponsor LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019		X
Agriculture & Natural Solutions Acquisition Sponsor Holdings V, LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019		X
Agriculture & Natural Solutions Acquisition Sponsor Manager V, LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019		X
RIVERSTONE HOLDINGS LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019		X
LEUSCHEN DAVID M C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019	X	X
LAPEYRE PIERRE F JR C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019		X

Explanation of Responses:

1.	The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
2.	In connection with the Issuer's initial public offering and the appointment of Ted Hall to the Issuer's Board of Directors, Agriculture & Natural Solutions Acquisition Sponsor LLC surrendered for no consideration 200,000 Class B Ordinary Shares to the Issuer and the Issuer issued 200,000 Class B Ordinary Shares to Ted Hall.
3.	Agriculture & Natural Solutions Acquisition Sponsor LLC is the record holder of the shares reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which is the sole and managing member of Agriculture & Natural Solutions Acquisition Sponsor Manager, LLC. Agriculture & Natural Solutions Acquisition Sponsor Manager, LLC is the managing member of Agriculture & Natural Solutions Acquisition Sponsor Holdings, LLC. Agriculture & Natural Solutions Acquisition Sponsor Holdings, LLC is the sole and managing member of Agriculture & Natural Solutions Acquisition Sponsor LLC.
4.	Each of Agriculture & Natural Solutions Acquisition Sponsor Holdings, LLC, Agriculture & Natural Solutions Acquisition Sponsor Manager, LLC, Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the ordinary shares held directly by Agriculture & Natural Solutions Acquisition Sponsor LLC. Each such entity or 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.

	Signatures
	Agriculture & Natural Solutions Acquisition Sponsor LLC, By: /s/ Thomas Smith, Authorized Person	11/13/2023
	Agriculture & Natural Solutions Acquisition Sponsor Holdings V, LLC, By: /s/ Thomas Smith, Authorized Person	11/13/2023
	Agriculture & Natural Solutions Acquisition Sponsor Manager V, LLC, By: /s/ Thomas Smith, Authorized Person	11/13/2023
	Riverstone Holdings LLC, By: /s/ Thomas Smith, Authorized Person	11/13/2023
	David M. Leuschen, By: /s/ Thomas Smith, Attorney-in-fact	11/13/2023
	Pierre F. Lapeyre Jr., By: /s/ Thomas Smith, Attorney-in-fact	11/13/2023
	** Signature of Reporting Person	Date
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