Chief Operating Officer Hebert Michael Robert was granted 261,453 shares, covered exercise/tax liability with 14,966 shares and converted options into 16,666 shares (SEC Form 4)
$PSQH
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| 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
PSQ Holdings, Inc. [ PSQH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/26/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock, par value $0.0001 per share | 01/26/2024 | A | 50,000(1) | A | $0 | 50,000(2) | D | |||
| Class A Common Stock, par value $0.0001 per share | 03/18/2024 | A | 11,453(3) | A | $0 | 61,453(2) | D | |||
| Class A Common Stock, par value $0.0001 per share | 03/18/2024 | A | 50,000(4) | A | $0 | 111,453(2) | D | |||
| Class A Common Stock, par value $0.0001 per share | 09/01/2024 | F | 2,789 | D | $2.69 | 108,664(2) | D | |||
| Class A Common Stock, par value $0.0001 per share | 09/25/2024 | M(5) | 16,666(5) | A | $0(5) | 125,330(2) | D | |||
| Class A Common Stock, par value $0.0001 per share | 09/25/2024 | F | 12,177 | D | $2.41 | 113,153(2) | D | |||
| Class A Common Stock, par value $0.0001 per share | 01/29/2025 | A | 150,000(6) | A | $0 | 263,153(2) | D | |||
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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 | ||||||||
| Restricted Stock Unit | (5) | 09/24/2024 | M(5) | 16,666 | (5) | (5) | Class A Common Stock, par value $0.0001 per share | 16,666 | $0(5) | 33,334 | D | ||||
| Explanation of Responses: |
| 1. The grant of 50,000 restricted stock units ("RSUs") made to the reporting person on January 26, 2024, vests as follows: one-third of the restricted stock unit award vested on September 25, 2024, one-third of the restricted stock unit award will vest on September 25, 2025 and one-third of the restricted stock unit award will vest on September 25, 2026, subject to the Reporting Person's continued employment with the Issuer. Each RSU represents the contingent right to receive one share of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock") upon vesting of the unit. |
| 2. Certain of the securities reported in Column 5 of Table I are RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the terms and conditions of the RSU award and the Issuer's 2023 Stock Incentive Plan. |
| 3. The grant of 11,453 RSUs made to the reporting person on March 18, 2024, vested in full on September 1, 2024. |
| 4. The grant of 50,000 RSUs made to the reporting person on March 18, 2024, vests as follows: one-third of the restricted stock unit award vested on September 25, 2024, one-third of the restricted stock unit award will vest on September 25, 2025 and one-third of the restricted stock unit award will vest on September 25, 2026, subject to the Reporting Person's continued employment with the Issuer. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock upon vesting of the unit. |
| 5. The grant of 50,000 RSUs made to the reporting person on September 25, 2023, vests as follows: one-third of the restricted stock unit award vested on September 25, 2024, one-third of the restricted stock unit award will vest on September 25, 2025 and one-third of the restricted stock unit award will vest on September 25, 2026, subject to the Reporting Person's continued employment with the Issuer. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock upon vesting of the unit. |
| 6. The securities reported in Column 4 of Table I are RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock. The 150,000 RSUs vest as follows: 50,000 RSUs vest on February 1, 2026, 50,000 RSUs vest on February 1, 2027, and 50,000 RSUs vest on February 1, 2028, subject to the terms and conditions of the RSU award and the Issuer's 2023 Stock Incentive Plan and subject to the Reporting Person's continued employment with the Issuer. |
| /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 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. | ||