Amendment: New insider Carlson Randy Scott claimed ownership of 50,506 shares (SEC Form 3)
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| 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) 11/07/2024 |
3. Issuer Name and Ticker or Trading Symbol
PSQ Holdings, Inc. [ PSQH ] |
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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) 11/18/2024 |
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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 Stock, par value $0.0001 per share | 50,506(1)(2)(3) | 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 | ||||
| Explanation of Responses: |
| 1. On November 18, 2024, the reporting person filed a Form 3 which incorrectly reported that he had direct beneficial ownership of 50,000 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"). In fact, as reported in this amendment, the reporting person directly owned 50,506 shares of Class A Common Stock. |
| 2. Certain of the securities reported in Column 2 of Table I are restricted stock units ("RSU"), which represent the contingent right to receive one share of the Issuer's Class A Common Stock. The grant of 20,000 RSUs made to the reporting person on September 25, 2023, vests as follows: 6,666 RSUs vested on September 25, 2024, 6,667 RSUs will vest on September 25, 2025, and 6,667 RSUs will vest on September 25, 2026. The grant of 30,000 RSUs made to the reporting person on January 26, 2024, vests as follows: 10,000 RSUs vested on September 25, 2024, 10,000 RSUs will vest on September 25, 2025, and 10,000 RSUs will vest on September 25, 2026. The grant of 8,055 RSUs made to the reporting person on March 18, 2024, vested in full on September 1, 2024. The vesting of each RSU grant is subject to the terms and conditions of the RSU award, the Issuer's 2023 Stock Incentive Plan and the Reporting Person's continued employment with the Issuer. |
| 3. Reflects withholding of 7,549 shares of Class A Common Stock in connection with the vesting of RSU awards to satisfy the reporting person's tax obligations. |
| /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact | 01/31/2025 | |
| ** 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. | ||