Chris M Gannon Form 3 374Water / Chris M Gannon 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^*

Gannon Chris M

(Last) (First) (Middle)

C/O 374WATER INC.

701 W. MAIN STREET, SUITE 410

(Street)

DURHAM NC 27701

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2024

3. Issuer Name and Ticker or Trading Symbol
374Water Inc. [ SCWO ]

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

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

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
Restricted Stock Units(1)	(2)	(2)	Common Stock, $0.001 par value	2,250,000	0	D
Option to Purchase Common Stock(1)	(3)	04/22/2034	Common Stock, $0.001 par value	5,250,000	1.25	D

Explanation of Responses:

1. The Restricted Stock Units (the "RSUs") and Option to Purchase Common Stock reported herein were granted to the Reporting Person on April 22, 2024 pursuant to his Employment Agreement (the "Employment Agreement"), dated as of April 19, 2024 and effective as of April 22, 2024 (the "Effective Date").

2. Under the Employment Agreement and subject to the terms of the Issuer's 2021 Equity Incentive Plan (the "Plan"), the Reporting Person was granted up to 2,250,000 RSUs under the Plan, vesting as follows: (a) 250,000, on the first annual anniversary of the Effective Date; (b) 750,000, in equal increments on the last day of every month thereafter over the following 36 months, subject to the Reporting Person's continued employment with the Issuer on each vesting date; and (c) 1,250,000, pursuant to certain milestones set forth by the Issuer.

3. The Option to Purchase Common Stock vest as follows: (a) 625,000, on the first annual anniversary of the Effective Date; (b) 1,875,000, in equal installments on the last day of every month thereafter over the following 36 months subject to the Reporting Person's continued employment with the Issuer on each vesting date; and (c) 2,750,000, pursuant to certain milestones set forth by the Issuer.

	/s/ Chris M. Gannon	05/01/2024
	** 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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