Lawrie John M disposed of 4,517,463 shares, acquired 3,778,722 shares, disposed of 1,280,309 units of Series A Cumulative Redeemable Preferred Stock and acquired 1,128,982 units of Series A Cumulative Redeemable Preferred Stock, closing all direct ownership in the company (SEC Form 4)

11/17/23 9:26:41 PM ET

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

LAWRIE JOHN M

(Last)

(First)

(Middle)

C/O ELECTRIQ POWER HOLDINGS, INC.

625 NORTH FLAGLER DRIVE, SUITE 1003

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Electriq Power Holdings, Inc. [ ELIQ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2023

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

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

X	Form filed by One Reporting Person
	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)
Class A Common Stock	11/15/2023		J⁽¹⁾		1,562,500	D	⁽¹⁾	25,263⁽²⁾	D
Class A Common Stock	11/15/2023		J⁽¹⁾		1,562,500	A	⁽¹⁾	2,812,500	I	By JMLElectric LLC⁽³⁾
Class A Common Stock	11/15/2023		J⁽⁴⁾		1,846,852	D	⁽⁴⁾	0	I	By TLG Acquisition Founder LLC⁽⁵⁾
Class A Common Stock	11/15/2023		J⁽⁴⁾		1,108,111	A	⁽⁴⁾	1,108,111	I	By TLG Capital Partners, LLC⁽⁶⁾
Class A Common Stock	11/15/2023		J⁽⁷⁾		1,108,111	D	⁽⁷⁾	0	I	By TLG Capital Partners, LLC⁽⁶⁾
Class A Common Stock	11/15/2023		J⁽⁷⁾		1,108,111	A	⁽⁷⁾	3,920,611	I	By JMLElectric LLC⁽³⁾
Class A Common Stock								500,000	I	By TLG Fund I, LP⁽⁸⁾
Series A Cumulative Redeemable Preferred Stock	11/15/2023		J⁽⁹⁾		675,000	D	⁽⁹⁾	0	D
Series A Cumulative Redeemable Preferred Stock	11/15/2023		J⁽⁹⁾		675,000	A	⁽⁹⁾	1,175,000	I	By JMLElectric LLC⁽³⁾
Series A Cumulative Redeemable Preferred Stock	11/15/2023		J⁽¹⁰⁾		378,318	D	⁽¹⁰⁾	0	I	By TLG Acquisition Founder LLC⁽⁵⁾
Series A Cumulative Redeemable Preferred Stock	11/15/2023		J⁽¹⁰⁾		226,991	A	⁽¹⁰⁾	226,991	I	By TLG Capital Partners, LLC⁽⁶⁾
Series A Cumulative Redeemable Preferred Stock	11/15/2023		J⁽¹¹⁾		226,991	D	⁽¹¹⁾	0	I	By TLG Capital Partners, LLC⁽⁶⁾
Series A Cumulative Redeemable Preferred Stock	11/15/2023		J⁽¹¹⁾		226,991	A	⁽¹¹⁾	1,401,991	I	By JMLElectric LLC⁽³⁾

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)
Warrants (right to buy)	$6.57	11/15/2023		J⁽¹²⁾			1,000,000	08/30/2023	07/31/2028	Class A Common Stock	1,000,000	⁽¹²⁾	1,000,000	I	By TLG Acquisition Founder LLC⁽⁵⁾
Warrants (right to buy)	$6.57	11/15/2023		J⁽¹²⁾		600,000		08/30/2023	07/31/2028	Class A Common Stock	600,000	⁽¹²⁾	600,000	I	By TLG Capital Partners, LLC⁽⁶⁾
Warrants (right to buy)	$6.57	11/15/2023		J⁽¹³⁾			600,000	08/30/2023	07/31/2028	Class A Common Stock	600,000	⁽¹³⁾	0	I	By TLG Capital Partners, LLC⁽⁶⁾
Warrants (right to buy)	$6.57	11/15/2023		J⁽¹³⁾		600,000		08/30/2023	07/31/2028	Class A Common Stock	600,000	⁽¹³⁾	600,000	I	By JMLElectric LL⁽³⁾

Explanation of Responses:

1. Represents the transfer of 1,562,500 shares of the Issuer's Common Stock ("Common Stock") from the Reporting Person to JMLElectric LLC ("JML"), which is wholly owned by the Reporting Person.

2. Represents restricted shares previously granted to the Reporting Person.

3. The Reporting Person is the manager of JML and has sole voting and dispositive power over the shares held by JML.

4. Pursuant to the Distribution Agreement, dated November 6, 2023 (the "Distribution Agreement"), among TLG Acquisition Founder LLC (the "Sponsor"), TLG Capital Partners, LLC ("TLG Capital"), Fenway 07 LLC and JML, the Sponsor made a pro rata distribution of 1,846,852 shares of Common Stock to its members. As a result of such pro rata distribution, TLG Capital received 1,108,111 shares of Common Stock.

5. The Reporting Person was the manager of the Sponsor and had sole voting and dispositive power over the shares held by Sponsor.

6. The Reporting Person wholly owns TLG Capital and had sole voting and dispositive power over the shares held by TLG Capital.

7. Pursuant to the Distribution Agreement, TLG Capital transferred 1,108,111 shares of Common Stock to JML.

8. The Reporting Person is the manager of the general partner of TLG Fund I, LP ("TLG Fund I"), who has sole voting and dispositive power over the shares held by TLG Fund I. The Reporting Person disclaims beneficial ownership of all of the securities that are or may be beneficially owned by TLG Fund I or any of its affiliates except to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities held by TLG Fund I for purposes of Section 16 of the Exchange Act or otherwise.

9. Represents the transfer of 675,000 shares of the Issuer's Series A Cumulative Redeemable Preferred Stock ("Preferred Stock") from the Reporting Person to JML, which is wholly owned by the Reporting Person.

10. Pursuant to the Distribution Agreement, the Sponsor made a pro rata distribution of 378,318 shares of Preferred Stock to its members. As a result of such pro rata distribution, TLG Capital received 226,991 shares of Preferred Stock.

11. Pursuant to the Distribution Agreement, TLG Capital transferred 226,991 shares of Preferred Stock to JML.

12. Pursuant to the Distribution Agreement, the Sponsor made a pro rata distribution of 1,000,000 warrants to purchase shares of Common Stock at an exercise price of $6.57 per share ("Warrants") to its members. As a result of such pro rata distribution, TLG Capital received 600,000 Warrants.

13. Pursuant to the Distribution Agreement, TLG Capital transferred 600,000 Warrants to JML.

Remarks:

	/s/ John Michael Lawrie	11/17/2023
	** 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.

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Lawrie John M disposed of 4,517,463 shares, acquired 3,778,722 shares, disposed of 1,280,309 units of Series A Cumulative Redeemable Preferred Stock and acquired 1,128,982 units of Series A Cumulative Redeemable Preferred Stock, closing all direct ownership in the company (SEC Form 4)

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