Director Stahlin Paul converted options into 24,083 shares, increasing direct ownership by 66% to 25,083 units (SEC Form 4)
$MIAX
Investment Bankers/Brokers/Service
Finance
| 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
MIAMI INTERNATIONAL HOLDINGS, INC. [ MIAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2025 | ||||||||||||||||||||||||||
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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 | 08/15/2025 | C | 10,000(1) | A | (1) | 25,083(1)(2) | D | |||
| Common Stock | 08/15/2025 | C | 14,083(2) | A | (1) | 25,083(1)(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 | ||||||||
| Series B Preferred Stock | (1) | 08/15/2025 | C | 10,000(1) | (1) | (1) | Common Stock | 10,000 | $0 | 0 | D | ||||
| Nonvoting Common Stock | (2) | 08/15/2025 | C | 14,083(2) | (2) | (2) | Common Stock | 14,083 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $12(3) | 08/15/2025 | M | 11,000(3) | (4) | 06/19/2026 | Nonvoting Common Stock | 11,000 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $12(3) | 08/15/2025 | M | 11,000(3) | (4) | 06/19/2025 | Common Stock | 11,000 | $0 | 11,000 | D | ||||
| Stock Option (Right to Buy) | $12(3) | 08/15/2025 | M | 18,000(3) | (4) | 05/31/2027 | Nonvoting Common Stock | 18,000 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $12(3) | 08/15/2025 | M | 18,000(3) | (4) | 05/31/2027 | Common Stock | 18,000 | $0 | 18,000 | D | ||||
| Stock Option (Right to Buy) | $12(3) | 08/15/2025 | M | 18,000(3) | (4) | 04/30/2028 | Nonvoting Common Stock | 18,000 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $12(3) | 08/15/2025 | M | 18,000(3) | (4) | 04/30/2028 | Common Stock | 18,000 | $0 | 18,000 | D | ||||
| Stock Option (Right to Buy) | $12(3) | 08/15/2025 | M | 18,000(3) | (4) | 05/31/2029 | Nonvoting Common Stock | 18,000 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $12(3) | 08/15/2025 | M | 18,000(3) | (4) | 05/31/2029 | Common Stock | 18,000 | $0 | 18,000 | D | ||||
| Stock Option (Right to Buy) | $14(3) | 08/15/2025 | M | 22,500(3) | (4) | 06/30/2030 | Nonvoting Common Stock | 22,500 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $14(3) | 08/15/2025 | M | 22,500(3) | (4) | 06/30/2030 | Common Stock | 22,500 | $0 | 22,500 | D | ||||
| Stock Option (Right to Buy) | $16.14(3) | 08/15/2025 | M | 13,889(3) | (4) | 05/31/2031 | Nonvoting Common Stock | 13,889 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $16.14(3) | 08/15/2025 | M | 13,889(3) | (4) | 05/31/2031 | Common Stock | 13,889 | $0 | 13,889 | D | ||||
| Explanation of Responses: |
| 1. Includes 10,000 shares of Series B Preferred Stock which are held jointly with his spouse with right of survival, and that have been converted into shares of Common Stock on a one-for-one basis upon the closing of the Company's initial public offering and which have no expiration date. |
| 2. Includes 14,083 shares of Nonvoting Common Stock that have been converted into shares of Common Stock on a one-for-one basis upon the closing of the Company's initial public offering and which have no expiration date. Of his 14,083 shares of Nonvoting Common Stock, (i) 10,000 are held in his individual name and (ii) 4,083 are held jointly with his spouse with right of survival. |
| 3. The options were granted initially as the right to buy Nonvoting Common Stock. On the closing date of the initial public offering, these converted to the right to buy Common Stock instead of Nonvoting Common Stock, for the same price and under the same conditions. |
| 4. The options are fully vested. |
| Remarks: |
| /s/Alessandra Maria Corona Henriques, Attorney-in-Fact | 08/19/2025 | |
| ** 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. | ||