Mitchell R. Roth Form 3 Venu Holding / Mitchell R. Roth 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^*

Roth Mitchell R.

(Last) (First) (Middle)

C/O VENU HOLDING CORPORATION

1755 TELSTAR DRIVE, SUITE 501

(Street)

COLORADO SPRINGS CO 80920

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/25/2024

3. Issuer Name and Ticker or Trading Symbol
Venu Holding Corp [ VENU ]

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

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

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)
Common Stock, par value $0.001	349,980	D

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
Compensatory Warrant (right to buy)	05/27/2020	05/27/2025	Common Stock, par value $0.001	66,667	1.2	D
Compensatory Warrant (right to buy)	(1)	04/05/2026	Common Stock, par value $0.001	66,667	0.12	D
Compensatory Warrant (right to buy)	(2)	04/11/2036	Common Stock, par value $0.001	125,000	2	D
Compensatory Warrant (right to buy)	10/11/2022	10/11/2027	Common Stock, par value $0.001	105,000	3	D
Compensatory Warrant (right to buy)	(3)	02/28/2031	Common Stock, par value $0.001	20,000	10	D

Explanation of Responses:

1. This warrant was granted on April 5, 2021, and began vesting in four equal annual installments beginning on April 5, 2022.

2. This warrant was granted on April 11, 2022, and began vesting in four equal annual installments beginning on April 11, 2023.

3. This warrant was granted on February 28, 2024, and will begin vesting in two equal annual installments beginning on February 28, 2025.

Remarks:

Exhibit List - Exhibit 24.1: Power of Attorney (Mitchell R. Roth)

	/s/ Heather Atkinson, as attorney-in-fact for Mitchell R. Roth	12/04/2024
	** 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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