Director Gottschalk Max was granted 521,802 shares, increasing direct ownership by 986% to 574,722 units (SEC Form 4)
$PMNT
Apparel
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
Perfect Moment Ltd. [ PMNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2025 | ||||||||||||||||||||||||||
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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(1) | 08/26/2025 | A | 521,802(2) | A | $0 | 574,722 | D | |||
| Common Stock | 3,479,491 | I | By Fermain Limited(3) | |||||||
| Common Stock | 316,600 | I | By Reporting Person's Spouse(4) | |||||||
| Common Stock | 2,064,447 | I | By Joachim Gottschalk & Associates Ltd.(5) | |||||||
| Series AA Preferred Stock | 344,797 | I | By Joachim Gottschalk & Associates Ltd.(5) | |||||||
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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(1) | $0 | 08/26/2025 | A | 130,451(6) | (7) | (7) | Common Stock | 130,451 | $0 | 130,451(8) | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units ("RSUs") granted pursuant to Issuer's 2021 Equity Incentive Plan, as amended. Such RSUs are common stock equivalents and represent a contingent right to receive common stock of Issuer upon vesting. |
| 2. Such RSUs vested immediately upon grant. |
| 3. Fermain Limited ("Fermain") is controlled by Reporting Person and his spouse, Jane Gottschalk, who share voting and dispositive control over Fermain's shares with no single person controlling investment or voting decisions with respect to such shares. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. Inclusion of shares owned by Fermain shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.. |
| 4. Shares owned by Reporting Person's spouse Jane Gottschalk. Reporting Person and his spouse each share voting and dispositive control over the shares of common stock beneficially owned by the other. |
| 5. The Gottschalk Family Trust is the 100% owner of Joachim Gottschalk & Associates Ltd. and Credit Suisse Trust Limited is the Trustee of the Gottschalk Family Trust. Credit Suisse Trust Limited takes direction from the Reporting Person's Spouse, as a beneficiary of the Gottschalk Family Trust. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 6. Such RSUs are tied to satisfaction of certain performance criteria (other than the price of Issuer's common stock). Reporting Person may acquire shares of Issuer's common stock to the extent that the performance criteria are satisfied. |
| 7. Not applicable. See footnote 6. |
| 8. See footnote 6. |
| Remarks: |
| /s/ Max Gottschalk | 08/28/2025 | |
| ** 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. | ||