| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/25/2023 |
3. Issuer Name and Ticker or Trading Symbol
MDB Capital Holdings, LLC [ MDBH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Shares | 79,933 | D | |
| Class B Common Shares | 3,755,000 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units for Class A Common Shares(1) | 10/24/2024 | 04/15/2027 | Class A Common Shares | 500,000 | $0 | D | |
| Restricted Stock Units for Class A Common Shares(2) | 04/15/2022 | 04/15/2027 | Class A Common Shares | 500,000 | $0 | D | |
| Explanation of Responses: |
| 1. The Restricted Stock Units vest at the rate of 20% (100,000 units) on October 24, 2024, then 10% (50,000 units) thereafter every six months, and 40% (200,000 units) on April 15, 2027, provided he is employed by the company at the vesting date. |
| 2. The Restricted Stock Units vest as to 500,000 units after the 13th month anniversary of the class A common shares being listed on a US national securities exchange and before April 15, 2027, if and when (y) a class A common share has traded in the market for any 90 consecutive calendar days at an average price of $20.00 or more during the period April 15, 2022 to April 15, 2027, and average monthly trading volume of 2,000,000 class A common shares or more during that 90 calendar day period, or (z) a class A common share has traded in the market for any 90 consecutive calendar days at an average price of $25.00 or more during the period April 15, 2022 and April 15, 2027; provided further, that if there is a distribution of cash, stock or other property by the Company on the class A common shares, then the foregoing average amounts of $20.00 or $25.00 will be reduced for the distribution. |
| /s/ Christopher A. Marlett | 08/01/2023 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||