Jim Dennedy Form 3 SHF / JIM DENNEDY ownership change

SEC Form 3

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^*

DENNEDY JIM

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2022

3. Issuer Name and Ticker or Trading Symbol
SHF Holdings, Inc. [ SHFS ]

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

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

5. 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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Incentive Stock Options(1)	(1)	10/24/2032	Class A Common Stock	350,000	2.58	D

Explanation of Responses:

1. Incentive stock options to purchase 350,000 shares of the Issuer's Class A Common Stock granted under the Issuer's 2022 Equity Incentive Plan, which options expire 10 years from the grant date. Thirty-three percent (33%) of the options vested on the grant date, and the remaining options shall vest in two substantially equal yearly installments on the first and second anniversaries of the grant date. The Reporting Person is subject to a lockup agreement with the Issuer regarding the shares underlying these incentive stock options.

	/s/ Jim Dennedy	11/03/2022
	** 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 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).
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