Cloudastructure, Inc. Class A Common Stock (CSAI) Form 3 CLOUDASTRUCTURE / Greg Smitherman 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^*

Smitherman Greg

(Last) (First) (Middle)

C/O CLOUDASTRUCTURE, INC.

228 HAMILTON AVENUE, 3RD FLOOR

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2025

3. Issuer Name and Ticker or Trading Symbol
CLOUDASTRUCTURE, INC. [ CSAI ]

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)
Class A Common Stock	2	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 Options (Right to Buy)	(1)	10/11/2031	Class B Common Stock	799,999	1.86	D
Stock Options (Right to Buy)	(2)	04/16/2034	Class B Common Stock	236,667	2.7	D
Stock Options (Right to Buy)	(3)	07/01/2033	Class B Common Stock	146,667	2.7	D

Explanation of Responses:

1. These options vest as follows: 1/4 on October 11, 2022, and the remaining in 36 substantially equal monthly installments thereafter.

2. These options vest as follows: 1/4 on April 16, 2025, and the remaining in 36 substantially equal monthly installments thereafter.

3. These options vest as follows: 1/4 on July 1, 2024, and the remaining in 36 substantially equal monthly installments thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Greg Smitherman	01/29/2025
	** 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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