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).

1. Name and Address of Reporting Person^*

Lesser David H

(Last)

(First)

(Middle)

301 WINDING ROAD

(Street)

OLD BETHPAGE,

11804

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Power REIT [ PW ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, Secretary, Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2022

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)
Common Stock	07/15/2022		A		20,000⁽¹⁾	A	$0	490,557	D
Common Stock								68,679	I	13310 LMR2A, LLC⁽²⁾
Common Stock								15,458	I	PW RO Holdings LLC⁽³⁾
Common Stock								18,656	I	PW RO Holdings 2 LLC⁽⁴⁾
Common Stock								14,410	I	PW RO Holdings 3 LLC⁽⁵⁾

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)
Stock Option (right to purchase)	$13.44	07/15/2022		A		150,000⁽⁶⁾		08/01/2022	07/15/2032	Common Stock	150,000	$0	150,000	D

Explanation of Responses:

1. On July 15, 2022, Mr. Lesser was granted an option to purchase 20,000 shares of restricted common stock as compensation pursuant to the Power REIT 2020 Equity Incentive Plan which vests monthly over 36 months.

2. Hudson Bay Partners, LP which is owned 100% by David H. Lesser acts as the Co-Managing Member of 13310 LMR2A, LLC. but disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

3. Hudson Bay Partners, LP which is owned 100% by David H. Lesser acts as the Managing Member of PW RO Holdings LLC and owns a 50% interest.

4. Hudson Bay Partners, LP which is owned 100% by David H. Lesser acts as the Managing Member of PW RO 2 Holdings LLC and owns a 50% interest.

5. Hudson Bay Partners, LP which is owned 100% by David H. Lesser acts as the Managing Member of PW RO 3 Holdings LLC and owns a 50% interest.

6. On July 15, 2022 Mr. Lesser was granted an option to purchase 150,000 shares of common stock as compensation pursuant to Power REIT 2020 Equity Incentive Plan which vests monthly pro rata over 36 months starting on August 1, 2022.

	/s/ David H. Lesser	07/19/2022
	** 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: Lesser David H was granted 20,000 shares, increasing direct ownership by 4% to 490,557 units