Chief Executive Officer Rubens Barry R returned $999,994 worth of shares to the company (123,456 units at $8.10) (SEC Form 4)
$ELWT
Telecommunications Equipment
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Elauwit Connection, Inc. [ ELWT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/06/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 11/14/2025 | D | 123,456(1)(2) | D | $8.1 | 673,396 | I | By Steele Creek Partners LLC(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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: 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 | ||||||||
| Put Option (right to sell) | $8.1 | 11/06/2025 | A | 123,456(1)(2) | 11/06/2025 | 11/21/2025 | Common Stock | 123,456 | $0 | 123,456 | I | By Steele Creek Partners LLC(3) | |||
| Put Option (right to sell) | $8.1 | 11/13/2025 | X | 123,456(1)(2) | 11/06/2025 | 11/21/2025 | Common Stock | 123,456 | $0 | 0 | I | By Steele Creek Partners LLC(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Steele Creek Partners LLC and the issuer entered into a put-call agreement on August 20, 2024, as amended on August 11, 2025 (the "Agreement"), which was approved by the issuer's board of directors, whereby the issuer granted Steele Creek Partners LLC a put option to sell to the issuer up to $1,000,000 of the value of the issuer's common stock at a discount of 10% of the issuer's initial public offering ("IPO") issue price, as described further in the final prospectus used in the issuer's IPO which was filed with the Securities and Exchange Commission on November 4, 2025. The IPO closed on November 6, 2025, resulting in the acquisition of the put option for 123,456 shares. |
| 2. (Continued from footnote 1) On November 13, 2025, Steele Creek Partners LLC exercised its put option and is reporting the subsequent disposition of 123,456 shares to the issuer in accordance with Rule 16b-3(e). Other than these shares which were disposed to the issuer by operation of law, the reporting persons' shares remain subject to their lock-up agreement with the underwriter of the IPO. |
| 3. Mr. Rubens is the managing member of Steele Creek Partners LLC. |
| /s/ Sean Arnette, Attorney-in-Fact for Barry R. Rubens | 11/14/2025 | |
| /s/ Sean Arnette, Attorney-in-Fact for Barry R. Rubens as Managing Member of Steele Creek Partners LLC | 11/14/2025 | |
| ** 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 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). | ||
| 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. | ||