SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Seldin David

(Last)

(First)

(Middle)

12610 RACE TRACK ROAD

SUITE 250

(Street)

TAMPA

33626

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nuburu, Inc. [ BURU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	11/21/2024		J⁽²⁾		133,024⁽²⁾	D	$0	0⁽³⁾	D
Common Stock⁽⁴⁾	11/21/2024		J⁽⁵⁾		52,862⁽⁵⁾	D	$0	0⁽³⁾	D
Common Stock⁽⁶⁾	11/21/2024		J⁽⁷⁾		24,314⁽⁷⁾	D	$0	0⁽³⁾	D
Common Stock⁽⁸⁾	11/21/2024		J⁽⁹⁾		19,979⁽⁹⁾	D	$0	0⁽³⁾	D
Common Stock⁽¹⁰⁾	11/21/2024		J⁽¹¹⁾		61,085⁽¹¹⁾	A	$0	67,694⁽³⁾	D
Common Stock⁽¹²⁾								2,339⁽³⁾	D
Common Stock⁽¹³⁾								1,355⁽³⁾	D
Common Stock⁽¹⁴⁾	11/21/2024		J⁽¹⁵⁾		25,544⁽¹⁵⁾	A	$0	25,863⁽³⁾	D
Common Stock⁽¹⁶⁾	11/21/2024		J⁽¹⁷⁾		5,391⁽¹⁷⁾	A	$0	5,551⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Seldin David

(Last)

(First)

(Middle)

12610 RACE TRACK ROAD

SUITE 250

(Street)

TAMPA

33626

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Anzu Nuburu LLC

(Last)

(First)

(Middle)

12610 RACE TRACK ROAD

SUITE 250

(Street)

TAMPA

33626

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Anzu Nuburu II LLC

(Last)

(First)

(Middle)

12610 RACE TRACK ROAD

SUITE 250

(Street)

TAMPA

33626

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Anzu Nuburu III LLC

(Last)

(First)

(Middle)

12610 RACE TRACK ROAD

SUITE 250

(Street)

TAMPA

33626

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Anzu Nuburu V LLC

(Last)

(First)

(Middle)

12610 RACE TRACK ROAD

SUITE 250

(Street)

TAMPA

33626

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Anzu Partners LLC

(Last)

(First)

(Middle)

12610 RACE TRACK ROAD

SUITE 250

(Street)

TAMPA

33626

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

David & Jennifer Michael Family Ltd Partnership

(Last)

(First)

(Middle)

12610 RACE TRACK ROAD

SUITE 250

(Street)

TAMPA

33626

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CST Global LLC

(Last)

(First)

(Middle)

12610 RACE TRACK ROAD

SUITE 250

(Street)

TAMPA

33626

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Haring-Smith Whitney

(Last)

(First)

(Middle)

12610 RACE TRACK ROAD

SUITE 250

(Street)

TAMPA

33626

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Herman Debrah

(Last)

(First)

(Middle)

12610 RACE TRACK ROAD

SUITE 250

(Street)

TAMPA

33626

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are owned directly by Anzu Nuburu V LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with each of the other Reporting Persons and Daniel Hirsch.

2. Represents a pro-rata distribution in-kind by Anzu Nuburu V LLC to its members for no consideration.

3. On July 23, 2024, the Issuer completed a one-for-forty reverse stock split of its common stock. All of the share numbers reported herein have been adjusted to reflect this reverse stock split.

4. These securities are owned directly by Anzu Nuburu LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

5. Represents a pro-rata distribution in-kind by Anzu Nuburu LLC to its members for no consideration.

6. These securities are owned directly by Anzu Nuburu II LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

7. Represents a pro-rata distribution in-kind by Anzu Nuburu II LLC to its members for no consideration.

8. These securities are owned directly by Anzu Nuburu III LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

9. Represents a pro-rata distribution in-kind by Anzu Nuburu III LLC to its members for no consideration.

10. These securities are owned directly by David Seldin, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

11. Represents 14,223 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu LLC to its members; 7,285 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu II LLC to its members; 6,541 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu III LLC to its members; and 33,036 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu V LLC to its members, in each case for no consideration.

12. These securities are owned directly by Anzu Partners LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

13. These securities are owned directly by David & Jennifer Michael Family Ltd Partnership, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

14. These securities are owned directly by CST Global LLC, which may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

15. Represents 2,784 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu LLC to its members; 618 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu II LLC to its members; 497 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu III LLC to its members; and 21,645 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu V LLC to its members, in each case for no consideration.

16. These securities are owned directly by Whitney Haring-Smith, who may be deemed a member of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch.

17. Represents 3,210 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu LLC to its members; 1,434 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu II LLC to its members; and 747 shares received by the Reporting Person in connection with a pro-rata in-kind distribution by Anzu Nuburu III LLC to its members, in each case for no consideration.

Remarks:

The Reporting Persons may be deemed members of a "group" for purposes of Section 13(d) of the Exchange Act with each of the other Reporting Persons and Mr. Hirsch. Mr. Seldin and Mr. Haring-Smith are managing partners of Anzu Partners LLC and share voting and dispositive power with respect to the securities held directly by Anzu Partners LLC. Mr. Seldin and Ms. Herman are managers of each of Anzu Nuburu LLC, Anzu Nuburu II LLC, Anzu Nuburu III LLC and Anzu Nuburu V LLC (collectively, the "Anzu SPVs") and share voting and dispositive power with respect to the securities held directly by the Anzu SPVs. Mr. Hirsch is a director of the Issuer. Each of the Reporting Persons may be deemed a director by deputization of the Issuer. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	/s/ Debrah Herman, attorney-in-fact for each of the Reporting Persons	11/25/2024
	** 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).
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Large owner Seldin David disposed of 230,179 shares and acquired 92,020 shares, decreasing direct ownership by 96% to 5,551 units (SEC Form 4)