| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/13/2024 |
3. Issuer Name and Ticker or Trading Symbol
AMERICAN REBEL HOLDINGS INC [ AREB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series D Convertible Preferred Stock(1) | 05/13/2024 | (2) | Common Stock | 666,670 | $1.5 | D | |
| Explanation of Responses: |
| 1. The reporting person is filing this Form 3 to disclose his initial beneficial ownership in the Issuer, as of May 13, 2024 (the "Event Date"), which he received pursuant to a Securities Exchange Agreement; he is concurrently filing a Form 5 to disclose all subsequent conversions, acquisitions, and dispositions that have since taken place. As of the Event Date, the 666,670 shares of Common Stock underlying the 133,334 shares of Series D Convertible Preferred Stock represented approximately 11% of the Issuer's issued and outstanding shares of Common Stock. The Reporting Person later converted the shares of Series D Convertible Preferred Stock into shares of Common Stock, which have since been sold and which are reported on the Form 5. As of the date hereof, the Reporting Person owns 88,334 shares of Series D Preferred Stock, which if converted would be 441,670 shares of the Issuer's Common Stock, which represents 17.95% of the Issuer's issued and outstanding shares of common stock. |
| 2. The Series D Convertible Preferred Stock did not have an expiration date but did have a Forced Conversion Clause where if the closing sale price of Common Shares during the ten consecutive trading day period ending and including the applicable Forced Conversion Notice Date (as defined in the Certificate of Designation to the Series D Convertible Preferred Stock) has been at or above $2.25 per share, then the Issuer would have the right to require the Reporting Persons to convert all, or any portion of, the Series D Convertible Preferred Stock held by such Holder for Common Shares in accordance with this Section 3(b) of the Certificate of Designation to the Series D Convertible Preferred Stock on the Forced Conversion Date. |
| Remarks: |
| Edward Haberfield and Danielle Haberfield, Trustees of The Haberfield Family Trust dated May 17, 2017, own 100% equity interest in KBI. As co-trustees, Edward Haberfield, and Danielle Haberfield share voting control over the shares of the Issuer held by KBI. Edward Haberfield is the CEO and Chairman of KBI. Mr. Haberfield and Mrs. Haberfield are citizens of the United States and disclaim any beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
| /s/ Edward Haberfield, CEO | 02/10/2025 | |
| ** 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 5 (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. | ||