Ondas (ONDS) Form 4 Ondas / JASPREET K SOOD ownership change

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^*

SOOD JASPREET K

(Last) (First) (Middle)

411 WAVERLEY OAKS ROAD, SUITE 114

(Street)

WALTHAM MA 02452

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ondas Holdings Inc. [ ONDS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/15/2022		M		1,250	A	$0(1)	8,750	D
Common Stock	12/15/2022		M		6,362	A	$0(1)	15,112	D
Common Stock	12/15/2022		S		3,671(2)	D	$1.81(3)	11,441	D
Common Stock	12/19/2022		M		5,000	A	$0(1)	16,441	D
Common Stock	12/19/2022		S		2,444(2)	D	$1.83	13,997	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	12/19/2022		A		32,432		(5)	(5)	Common Stock	32,432	$0	32,432	D
Restricted Stock Units	(4)	12/19/2022		M			5,000	(6)	(6)	Common Stock	5,000	$0	1,250	D
Restricted Stock Units	(4)	12/15/2022		M			1,250	(7)	(7)	Common Stock	1,250	$0	0	D
Restricted Stock Units	(4)	12/15/2022		M			6,362	(8)	(8)	Common Stock	6,362	$0	0	D

Explanation of Responses:

1. Represents shares of Ondas Holdings Inc. (the "Company") common stock received upon vesting of Restricted Stock Units ("RSUs").

2. These shares were sold by the Issuer to fund tax liability attributable to the vesting of the RSUs.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.5820 to $1.8512, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. Each RSU represents a contingent right to receive one share of common stock, par value $0.0001 per share, of the Company.

5. These RSUs vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that the reporting person is a director of the Company on the applicable vesting dates. All RSUs granted to the reporting person shall vest in full immediately upon a change in control.

6. These RSUs were granted on January 25, 2021 and vest in eight successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that the reporting person is a director of the Company on the applicable vesting dates. All RSUs granted to the reporting person shall vest in full immediately upon a change in control. In connection with the vesting of these RSUs, 5,000 shares of common stock were delivered to the reporting person on December 19, 2022.

7. These RSUs were granted on January 25, 2021 and vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that the reporting person is a director of the Company on the applicable vesting dates. All RSUs granted to the reporting person shall vest in full immediately upon a change in control. In connection with the vesting of these RSUs, 1,250 shares of common stock were delivered to the reporting person on December 15, 2022.

8. These RSUs were granted on November 5, 2021 and vest in four successive equal quarterly installments with the first vesting date commencing on the first day of the next calendar quarter, provided that the reporting person is a director of the Company on the applicable vesting dates. All RSUs granted to the reporting person shall vest in full immediately upon a change in control. In connection with the vesting of these RSUs, 6,362 shares of common stock were delivered to the reporting person on December 15, 2022.

	/s/ Jaspreet K. Sood	12/20/2022
	** Signature of Reporting Person	Date
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