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

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).

1. Name and Address of Reporting Person^*

Cochran Terry Keith

(Last)

(First)

(Middle)

C/O KULR TECHNOLOGY GROUP, INC.

4863 SHAWLINE STREET

(Street)

SAN DIEGO

92111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KULR Technology Group, Inc. [ KULR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	03/31/2023	03/01/2023	F		175,000⁽¹⁾	D	$1.31⁽²⁾	316,607⁽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)

Explanation of Responses:

1. As previously reported, as compensation for his services as President and Chief Operating Officer of the Issuer, the Reporting Person was granted 2,000,000 Restricted Shares of the Issuer's Common Stock subject to four (4) equal yearly installments, with the first installment amount vesting on March 1, 2022 and annually thereafter. The second 500,000 share installment vested on March 1, 2023 ("Vested Shares"). On March 31, 2023, and effective as of March 1, 2023, the Issuer withheld and cancelled 175,000 shares of Common Stock to satisfy income tax withholding and remittance obligations in connection with the net settlement of 325,000 Restricted Shares. The withholding and cancellation of the 175,000 shares does not represent a sale.

2. Does not represent a sale. Represents the closing price per share of the Issuer's Common Stock on the trading day prior to the March 1, 2023 effective date of the share cancellation to satisfy income tax withholding and remittance obligations.

3. Represents (i) 155,947 shares after giving effect to a decrease of 117,548 shares from the total 273,495 shares previously reported on the Reporting Person's prior Form 4 following a division of property with the Reporting Person's former spouse pursuant to a pre-divorce agreement; (ii) a decrease of 1,840 shares from the total 273,495 shares previously reported on the Reporting Person's prior Form 4 following a sale that was triggered by a good til cancel order placed on shares the Reporting Person purchased prior to becoming employed by the Issuer; and (iii) an increase of 162,500 shares after giving effect to (x) the withholding of 175,000 shares from the Vested Shares to satisfy income tax withholding and remittance obligations; and (y) a decrease of 162,500 shares after giving effect to a division of the Vested Shares with the Reporting Person's former spouse pursuant to a pre-divorce agreement.

	/s/ Terry Keith Cochran	04/03/2023
	** 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.

SEC Form 4 filed by Cochran Terry Keith