SEC Form 3

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* Polinsky David (Last) (First) (Middle) C/O RAFAEL HOLDINGS, INC. 520 BROAD ST (Street) NEWARK NJ 07102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/28/2023	3. Issuer Name and Ticker or Trading Symbol Rafael Holdings, Inc. [ RFL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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 B Common Stock, par value $.01 per share	130,780(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Employee Stock Option (right to buy)	(2)	01/18/2032	Class B Common Stock	50,000	$4.57	D
Employee Stock Option (right to buy)	(3)	01/22/2033	Class B Common Stock	50,000	$2.1	D

Explanation of Responses:

1. Consists of 17,864 fully vested restricted shares and 112,916 unvested restricted shares that vest as follows: 5,416 on September 23, 2023; 25,000 on December 21, 2023; 6,250 on each of March 21, 2024, June 21, 2024 and September 21, 2024; 3,750 on September 23, 2024; 6,250 on each of December 21, 2024, March 21, 2025, June 21, 2025 and September 21, 2025; 3,750 on September 23, 2025; and 6,250 on each of December 21, 2025, March 21, 2025, June 21, 2026, September 21, 2026 and December 21, 2026.

2. The option vests as follows: 12,500 on January 19, 2023 and 3,125 on each of April 19, 2023, July 19, 2023, October 19, 2023, January 19, 2024, April 19, 2024, July 19, 2024, October 19, 2024, January 19, 2025, April 19, 2025, July 19, 2025, October 19, 2025 and January 19, 2026.

3. The option vests as follows: 12,500 on January 23, 2024 and 3,125 on each of April 23, 2024, July 23, 2024, October 23, 2024, January 23, 2025, April 23, 2025, July 23, 2025, October 23, 2025, January 23, 2026, April 23, 2026, July 23, 2026, October 23, 2026 and January 23, 2027.

Remarks:

	Joyce J Mason, by Power of Attorney	01/30/2023
	** 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).
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