Jupiter Neurosciences (JUNS) Form 3 JUPITER NEUROSCIENCES / Marshall A. Hayward 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Hayward Marshall A.

(Last) (First) (Middle)

C/O JUPITER NEUROSCIENCES, INC.

1001 NORTH US HWY 1, SUITE 504

(Street)

JUPITER FL 33477

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2024

3. Issuer Name and Ticker or Trading Symbol
JUPITER NEUROSCIENCES, INC. [ JUNS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Scientific 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)
Common Stock	1,980,882	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
Stock option (right to buy)	01/01/2016	12/31/2025	Common Stock	225,000(1)	0.01	D
Stock option (right to buy)	02/01/2020	01/31/2030	Common Stock	393,750(2)	0.8	D
Stock option (right to buy)	09/29/2023	09/28/2033	Common Stock	556,673(3)	1.33	D
Stock option (right to buy)	12/18/2023	12/17/2033	Common Stock	69,675(4)	1.33	D
Restricted stock award	07/21/2022	07/20/2032	Common Stock	399,402(5)	0	D
Restricted stock unit	12/18/2023	12/17/2033	Common Stock	389,794(6)	0	D

Explanation of Responses:

1. Fully vested stock options which were granted on January 1, 2016 under the Company's 2016 Equity Incentive Plan.

2. Fully vested stock options which were granted on February 1, 2020 under the Company's 2016 Equity Incentive Plan.

3. Fully vested stock options which were granted on September 29, 2023 pursuant to the approval of the board of directors of the issuer as partial consideration for forgiveness of earned compensation owed by the issuer to the Reporting Person.

4. Fully vested stock options which were granted on December 18, 2023 pursuant to the approval of the board of directors of the issuer as partial consideration for forgiveness of earned compensation owed by the issuer to the Reporting Person.

5. Restricted stock awards which were granted on July 21, 2022 under the Company's 2021 Equity Incentive Plan as partial consideration for forgiveness of earned compensation owed by the issuer to the Reporting Person. The restricted stock awards vest at 100% 180 days after the first day of trading of an IPO.

6. Restricted stock units which were granted on December 18, 2023 under the Company's 2023 Equity Incentive Plan as partial consideration for forgiveness of earned compensation owed by the issuer to the Reporting Person. The restricted stock units vest at 100% 180 days after the first day of trading of an IPO.

	/s/ Marshall Hayward	11/08/2024
	** 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).
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.