Cohen Richard M converted options into 78,948 shares and sold $18,140 worth of shares (29,512 units at $0.61), increasing direct ownership by 93% to 102,429 units (SEC Form 4)
$ONDS
Radio And Television Broadcasting And Communications Equipment
Technology
| 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
Ondas Holdings Inc. [ ONDS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 06/05/2024 | M | 39,474 | A | $0(1) | 92,467 | D | |||
| Common Stock | 06/05/2024 | S | 14,559(2) | D | $0.64 | 77,908 | D | |||
| Common Stock | 06/07/2024 | M | 39,474 | A | $0(1) | 117,382 | D | |||
| Common Stock | 06/07/2024 | S | 14,953(2) | D | $0.59 | 102,429 | 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 Units | (3) | 06/05/2024 | M | 39,474 | (4) | (4) | Common Stock | 118,420 | $0 | 118,420 | D | ||||
| Restricted Stock Units | (3) | 06/07/2024 | M | 39,474 | (5) | (5) | Common Stock | 78,946 | $0 | 78,946 | D | ||||
| Explanation of Responses: |
| 1. Represents shares of Ondas Holdings Inc. (the "Company") common stock, par value $0.0001 per share ("Common Stock"), received upon vesting of Restricted Stock Units ("RSUs"). |
| 2. These shares were sold by the Company to fund tax liability attributable to the vesting of the RSUs. |
| 3. Each RSU represents a contingent right to receive one share of Common Stock. |
| 4. On October 31, 2023, the reporting person was granted 157,894 RSUs. The RSUs vest 25% on each of January 1, 2024, April 1, 2024, July 1, 2024, and October 1, 2024, provided that the reporting person is a director of the Company on the applicable vesting date. All RSUs granted to the reporting person shall vest in full immediately upon a change in control. In connection with the vesting of these RSUs, 39,474 shares of Common Stock were delivered to the reporting person on June 5, 2024. |
| 5. On October 31, 2023, the reporting person was granted 157,894 RSUs. The RSUs vest 25% on each of January 1, 2024, April 1, 2024, July 1, 2024, and October 1, 2024, provided that the reporting person is a director of the Company on the applicable vesting date. All RSUs granted to the reporting person shall vest in full immediately upon a change in control. In connection with the vesting of these RSUs, 39,474 shares of Common Stock were delivered to the reporting person on June 7, 2024. |
| /s/ Richard M. Cohen | 06/07/2024 | |
| ** 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. | ||